A Producers Christmas Carol
by Mlle. Phoenix Fox
Summary: Mel Brook's famous musical is getting a really Scrooged up sequel! Featuring parody, drama, Christmas, original musical numbers, and a Max/OC romance
1. Overture

Mlle Pheonix Fox Presents...

A really long introduction! Trust me it'll be worth it. So I'm here with fictional ace reporter Warbara Balters who's here to ask me a few questions before we begin.

"Thank you Mademoiselle. Hello everyone in cyberspace, I'm Warbra Balters. Here with Mlle. Pheonix Fox, the fanfiction writer who's notorious for publishing multiple stories at once and then...leaving a slew of loyal fans hanging. So I suppose my first question Foxy is...what happened?" Warbara asked.

"Sigh...so many many things Warbra. First life happened. I graduated college and found myself working a full time job that left me little time to write. Then my computer died for a while and I had to use my parents computer to write. But they're really...protective of their computer so I couldn't stay on there long enough to write. Finally...I had a bad case of the plot bunnies." Fox replied.

"And for those new to fan fiction, that's when you get too many ideas for stories at once." Warbara explained.

"Right. Nasty evil critters. They give you great ideas...great beginnings...but that's it. You have to stop one story to start another...then another...Until finally it results in writers block." Fox added.

"So how did you get over it to write this story?" Warbara asked.

"Well it all began when I was watching 'The Producers' 2005 musical on dvd. I had the movie for a while, but I just decided to watch it. Then I wondered what kind of fan fiction was out there for this, but all I could find was under the original play section and then less than 200 stories...most of them slash stories." Mlle. Fox began.

"Now you don't like slash stories why?" Warbara asked.

"Well it's not because I'm a homophob...I wouldn't be able to write this story and Roger and Carmen if I was. It has more to do with the fact that I don't like it when writers feel the need to change a character's sexual perference for the sake of their own fantasy. I mean I get the whole fantasy aspect. I wouldn't write Jack Sparrow/OC fiction if I didn't. I guess it's just getting too far away from the canon for me. Plus no offense to those other writers out there, but the few slash stories I have dared to glance at, aren't written very well. They focus more on the sex. Maybe it's the fact that I feel if you're going to change a character's sexual perference, you should keep the character in character as much as possible." Mlle. Fox said.

"Alright...that pet peeve out of the way...now back to why you wrote this story." Warbara said.

"Well I felt this genre needed some love. And Max Bialystock is my favorite character so I felt that he needed some love too...I.E. a love interest of his own under the age of 85. So I began to play around with the idea of retelling the Producers with an OC. Which I'm still working on by the way. So I got the original cast recording of the Broadway show and listened to it on the way to work. Now Christmas was coming up at this time, and since I'm thinking about Max Bialystock's character for this other story, I began to dig deeper and ask myself questions about his past. I was heavily influenced by the bit of dialouge in 'the King of Broadway', and 'Betrayed' and Max's part in 'Till Him'. And then one day it occured to me, Max Bialystock would make a great Scrooge. He had a departed mentor who taught him the business, and since we know Max isn't that moral, the mentor Boris must have been just like him if not worst." Fox said.

"So he became the Jacob Marley to Max's Scrooge." Warbra nodded.

"Right. And soon I found myself just writing and writing and writing and soon the story was done." Mlle. Fox said with a smile.

"It helps that everyone knows the story of 'A Christmas Carol' already." Warbara said.

"Helped me." Mlle. Fox said with a laugh.

"So what's your version of 'A Christmas Carol' about?" Warbara Balters asked.

"It takes place in 1959, the Christmas after the events of the first movie. The cast and crew are getting ready for a special performance of 'A Christmas Carol' and Max is being a real Scrooge. So it's no surprise when the ghost of his mentor Boris Tomashevski shows up and tells him he'll be haunted by three spirits so he can change his ways." Mlle. Fox said.

"So it follows the traditional format of 'A Christmas Carol'. What makes this 'The Producers' version besides the characters themselves?" Warbara asked.

"Mel Brooks once said that 'The Producers' was his love letter to Broadway. Well this story is my love letter to Mel Brooks movies. I've always been a fan of his movies and their humor really influenced my writing. So I really made an effort to make it seem as if Mel Brooks was writing this story and not me. There are dirty jokes that aren't that dirty, cheap slapstick, breaking the fourth wall, yiddish...everything you think of when you think of a Mel Brooks movie." Mlle. Fox said.

"Now isn't it true that you wrote all the songs in this story?" Warbara asked.

"Yes! I'm proud of myself. This is a songfic with original songs. I did adapt the 'Goodbye song' at the end, to make it more Christmasey, but that's it. If they're good songs I don't know...I just tried to find words that rhymed. Ha ha ha!" laughed Mlle. Fox.

"Now you said this movie has everything a Mel Brooks movie has. Does it have heart?" Warbara asked.

"Of course. First of all 'A Christmas Carol' is about redemption and the true meaning of Christmas. It's so powerful that it shines through even in a parody." Mlle. Fox paused to fan her face and wipe the tears falling from her eyes. "I promised myself I wouldn't cry... And it's just something I've noticed about Mel Brooks work. Even though it is a parody, if he's making an adaptation of a well known story, he stays true to the plot and the heart of the orginal piece. Best example would be Young Frankenstien. One scene featured the Creature singing 'Puttin' on the Ritz', the next included the scary scene of the Creature murdering someone. And then the Creature finds his own humanity at the end. So I felt that if this was to be as if Mel Brooks was writing it, I should stay true to 'A Christmas Carol' and the warmth it brings." Fox said.

"Terrific. So who's starring in your version of 'A Christmas Carol'?" Warbara asked.

"The cast of the 2005 movie musical version. Because I never got the opportunity to see the show live. So in no particular order we have..."

Nathan Lane as Max Bialystock

Matthew Broderick as Leo Bloom

Uma Thurman as Ulla

Will Ferrell as Franz Liebkind

Gary Beach as Roger De Bris

Roger Bart as Carmen Ghia

Eileen Essell as Hold Me-Touch Me

Brent Barrett, Peter Bartlette, Jim Borstlemann, and Kathy Fitzgerald as Brian, Kevin, Scott and Shirley Markowitz, Roger De Bris' production crew

and also featuring

Mel Brooks as Boris Tomashevski ('cause who else ya gonna get to play an dead producer?)

Cloris Leachman as the Ghost of Christmas Past (Mel Brooks movie alumni and if you don't get the running gag I have with her character shame on you)

Gene Wilder as Uncle Gabe (Mel Brooks movie alumni and the original Leo Bloom, just for the novelty of the cameo)

Megan Mullally as the Ghost the Christmas Present (Mel Brooks Broadway alumni, caught you tube videos of her as Elizabeth in Young Frankenstein on Broadway, love her anyway and she looks good as a redhead)

Nicey Nash as the Ghost of Christmas Future (Not related to Mel Brooks in any way, but I could see her doing a Mel Brooks movie. She's funny and she can sing. So there you go.)

and because I love my OC's,

Idina Menzel as Isabelle, Max Bialystock's long lost love (Also not related to Mel Brooks, but she's a Broadway darling and she's forty so she's not too young to play opposite a young looking 55 year old Nathan Lane)

Jared Gilmore as Timmy (the kid from Once Upon a Time, he's cute but wise enough to be my Tiny Tim)

Catherine Zeta Jones does a cameo as Mrs. Bialystock, Max's mom

and Jude Law does a cameo as Rodolpho, Hold Me-Touch Me's butler.

Everyone else...use your imagination."

"Wonderful. Anything else you'd like to add?" Warbara asked.

"Yeah of course I don't own anything related to the Producers, just my OC's, I don't own 'A Christmas Carol' just my original songs. Mel Brooks and the people who give him money to make movies and Broadway shows owns the rest. Oh and it's rated T for teen for a reason folks." Mlle. Pheonix Fox said to give the disclaimer.

"So I suppose my second to last question is since you changed your profile name to include a pheonix, which means a rebirth, will we be seeing more stories in the coming year?" Warbara asked.

"YES! I will make an hard attempt to finish my in progress stories and then I'll bring you new stories. One at a time though." Mlle. Fox replied.

"So then my last question is...if you were a tree, what kind of tree would you be?" Warbara Balters asked.

"A Christmas tree!" Mlle. Fox exclaimed.

"Terrific. So here is the world premier of Mlle. Pheonix Fox's new story, 'The Producers Christmas Carol'." Warbara Balters introduced.

"Flames and kisses!" said Mlle. Pheonix Fox waving goodbye.


	2. Act 1 Boris' Ghost

Boris Tomashevski was dead. To begin with. As dead as a doornail. Max Bialystock knew he was dead? Of course he did. But it must be stated that Max knew Boris was dead or the events I'm about to relate will not be as miraculous. Max was Boris' soul benefactor and mourner. He inherited Boris' theatrical production company. And now he was the King of Broadway. He had a string of flops that for a while left him dependent on every sex crazed little old lady in New York as 'investors'. But fate stepped in and paired him up with his new partner, Leo Bloom.

Of course since Max was this close to being a con artist, him and the former accountant tried to put on the worst show in history to pocket the two million dollars they raised for the show. Only the show Springtime for Hitler was a big hit. After a brief time in jail, they were given a full pardon and were now on top again producing hit after hit. Okay is everybody caught up on the exposition? Good. Moving on!

It was Christmastime in 1959...say that's catchy. good name for an big production number. So picture New York City. It's snowing, big fat flakes. And while in Central Park it looks like a picture print by Currier and Ives...on Broadway in Schubert's Alley, it looks like black slush. Except for the yellow snow by that guy standing with his face to the wall...hey! Get out of there! Zip it up!

As the perv runs away, hopefully to a restroom to wash his hands...we find song and dance pouring out of the Schubert's theater and onto the street. For the latest Bialystock and Bloom production, 'A Christmas Carol' was in full dress rehearsal.

_**"Every Christmas since 1843 it's been the same year after year...**_  
><em><strong>Christmas stories abound Stories about Santa and elves...and reindeer are found.<strong>_

_**But one stands out as the best...**_  
><em><strong>But we're so sick of it...we say...<strong>_  
><em><strong>GIVE IT A REST!<strong>_ sang the chorus as scantily clad chorus girls in hot red and white costumes tap-danced across the stage.

**_"Its another version of a Christmas Carol..._**  
><strong><em>Those classic characters are back in...disguise...<em>**  
><strong><em>But they ain't foolin' us...<em>**  
><strong><em>We're catchin' wise...<em>**  
><strong><em>This sentimental tale's in a rut!<em>**  
><strong><em>It's another version of a Christmas Carol!<em>**  
><strong><em>Carol!<em>**  
><strong><em>Carol!<em>**

**_So what?_** sang Roger De Bris, famed Broadway director and Tony award winning star.

Tony! Tony! Tony!

Oh...kay...anyway...Roger was dressed in a top hat and tails with a red vest and bow tie. The set was decorated with Christmas lights and evergreens, the sparkle making it truly feel like Christmas.

**_Ebenezer's greedy..._**  
><strong><em>Bob Crachit's needy...<em>**  
><strong><em>Jacob Marley shakin' his chains!<em>**  
><strong><em>Those three spooky ghosts...<em>**  
><strong><em>Fezziwig plays host...<em>**  
><strong><em>Nephew Fred toasts...<em>**  
><strong><em>And Tiny Tim will walk again! HEY<em>**

The chorus girls broke out into a joyous dance, their choreography spotless and in rhythm.

_**"Its another version of a Christmas Carol...**_  
><em><strong>Those classic characters are back in...disguise...<strong>_  
><em><strong>But they ain't foolin' us...<strong>_  
><em><strong>We're catchin' wise...<strong>_  
><em><strong>This sentimental tale's in a rut!<strong>_  
><em><strong>It's another version of a Christmas Carol!<strong>_  
><em><strong>Carol!<strong>_  
><em><strong>Carol!<strong>_

_**So what?**_

**_"But Charles Dickens's famous story still has all it's former glory..._**  
><strong><em>I don't think it's ever lost it's charm...<em>**  
><strong><em>so why is it every winter season...<em>**  
><strong><em>Moviemakers and entertainers find a reason...<em>**  
><strong><em>To retell...<em>**  
><strong><em>remake...<em>**  
><strong><em>Now there's 151 adaptations give or take!<em>** sang Roger and the company lining up to do a chorus line. They began to do high kicks singing,

**_"Its another version of a Christmas Carol..._**  
><strong><em>Those classic characters are back in...disguise...<em>**  
><strong><em>But they ain't foolin' us...<em>**  
><strong><em>We're catchin' wise...<em>**  
><strong><em>This sentimental tale's in a rut!<em>**  
><strong><em>It's another version of a Christmas Carol!<em>**  
><strong><em>Carol!<em>**  
><strong><em>Carol!<em>**

**_So what?_**

**_"So what's one more version of a Christmas Carol?_**  
><strong><em>We've given those classic characters a disguise!<em>**  
><strong><em>So listen to us...<em>**  
><strong><em>And you'll be wise!<em>**  
><strong><em>This sentimental tale's got a brand new spin!<em>**  
><strong><em>So what's one more version of a Christmas Carol?<em>**  
><strong><em>Carol?<em>**  
><strong><em>Carol?<em>**

**_So let's begin!"_ **sang the company finishing the number.

"Do it again!" said Max Bialystock. The cast groaned.

"Again? But Max we've done the number three times already!" protested Roger putting a hand on his hip. Stocky with greased black hair, Max gave a sigh and stood up from his seat in the empty auditorium.

"People, people! Listen, this is the first Christmas production of Bialystock and Bloom productions. And we're all family right?" Max asked.

"Well yeah,"

"Sure."

Right." the cast nodded.

"Then shut your traps and do it again!" Max barked as everyone groaned.

"Right after you all take a break!" came the voice of Max's partner, Leo.

"Thank you!" Roger said swinging his arms before walking off the set to meet his common-in-law assistant Carmen Ghia.

"Leo! What are you giving them a break for?" Max asked the younger man with brown hair as he came up the center aisle.

"Max we've been rehearsing 'A Christmas Carol' for over a month. We don't need to drive them so hard." Leo said.

"Leo, dear simple Leo. Which one of us has more experience in the theater?" Max asked putting an arm around his friend s shoulder.

"Well you do Max."

"And which one of us was the protege of Boris Tomashevski?" Max asked.

"Ooh!"

"(sigh) You were Max." Leo sighed.

"That's right. So which of us knows what's he's doing?" Max asked.

"Leo!"

"That's right...Leo...hey!" Max cried at the interruption. They turned seeing their leading lady and Leo's gorgeous blond Swedish wife Ulla sashay up the aisle.

"Leo, you forgot to kiss Ulla goodbye!" Ulla pouted.

"How can he kiss you goodbye? You work together." Max pointed out.

"But Ulla don't get to kiss and cuddle Leo all day. Ulla gets so lonely vithout her Leo." Ulla said fingering Leo's lapel.

"Oy..."Max said rolling his eyes.

"Sorry Ulla. It won't happen again." Leo reassured her. Then Ulla pulled him close for a hot and heavy kiss. Even going to far as to squeeze his butt. Max was beginning to feel awkward when Ulla pulled away from Leo's lip with a pop and told him tapping him on the nose,

"Now Ulla go get ready to rehearsials."

"Okay." Leo smiled as they Eskimo kissed and Ulla bounced away.

"Double oy...how can such a shmuck be so lucky?" Max asked his partner.

"I don't know Max. I honestly don't know." Leo said with a happy sigh.

"Why did you ever get married?" Max asked.

"Why? Because I fell in love Max." Leo told him.

"Love? Yeesh. Only thing sillier than wishing someone a merry Christmas." Max scoffed picking up his script.

"Don't be like that Max." Leo said.

"If I could work my will...every idiot who goes about with "Merry Christmas" on his lips...would be cooked with his own turkey and buried. With a stake of holly through his heart." Max said.

"Max that's terrible!" Leo cried.

"Huh? Oh! Sorry pal, just reading aloud from the script." Max said tapping on the script. But he softly said under his breath,

"Although sometimes I think ol' Ebenezer had the right idea."

"Max. That's no way to be. Why Ulla is so excited about her first Christmas in America, she's teaching me all the Swedish traditions. And she's been cooking nonstop since Thanksgiving."Leo protested.

"Yeesh...how are you still fitting into your pants?" Max asked.

"We...exercise...a lot." Leo said slightly blushing.

"Oy...listen Leo. You keep Christmas in your own way and let me keep it in mine. Capeese?"

"But Max Christmas is a loving, honest and charitable time." Leo began.

"Charitable? Who gives a flying fig about charity?" Max asked.

"It's a tax write off." the former accountant pointed out.

"Although..." Max said reconsidering it.

"In fact Max...I was thinking...maybe this year, we can donate the profits of our Christmas show to charity." Leo suggested. Max stumbled, clutching his heart and falling to the ground.

"Charity!"

"Max are you alright?" Leo asked his partner.

"CHARITY?" Max demanded grabbing Leo and shaking him by the lapels of his suit.

"It was just a thought Max."

"Keep those thoughts to yourself! Tax write off or no there is no one here who cares about charity!" Leo yelled.

"..."Carmen Ghia interrupted stretching out his greeting.

"Are we interrupting something boys?" Roger asked joining them.

"Oh no...not at all...we were just discussing if we wanted to donate any money to charity this year." Leo said prying Max's hands from around his neck. Exchanging a look, Roger and Carmen smiled.

"Funny you should mention it." Carmen said.

"This year, We're joining the Order of Victor, Victoria Charity Foundation. " Roger said as Max and Leo exchanged a look.

"We'd like to speak to you about a donation." Carmen added.

"At this festive season of the year. Gents... many of us feel that we must take care of our poor and homeless." Roger said dramatically draping his arms around both of their shoulders.

"And the drunkards and the hookers." Carmen added.

"**_The slime of society... never get the niceties... that we're use to day by day..."_ **Roger began to sing.

"Oy vey..."Max groaned.

**_"The widows and orphans never get a break, but we can help them! And change their fate."_ **Carman sang.

**_"Give a man a fish and he eats for a day! Teach a man to fish and it s anchors away!" Roger sang._**

**_"Charity's about giving, so come on and give it to us! Charity's about caring! so come on and give it to us! this is the time of year where we show people that it's important they live! So come on and give give give give give!"_ **they both sang skipping around in a circle around Max and Leo.

"What about the prisons?" Max asked.

"And the YMCA?" Leo asked.

**_"Y-M-C-A!"_ **sang Roger's production team.

"Oh. Plenty of those. Sir. " Roger laughed.

"Oh! Excellent! For a moment. I was worried." Max said as Leo gave him a disappointed look.

**_"Give a man a fish and he eats for a day! Teach a man to fish and anchors away!"_ **Carmen sang.

**_"Charity's about giving, so come on and give it to us! Charity's about caring! so come on and give it to us! this is the time of year where we show people that it's important they live! So come on and give give give give give!"_** Roger and Carmen sang going into their big finish.

**_"Give give give give give!"_ **sang their production team prancing around.

"Gee...uh...that's great fellas." Max said mouthing 'wow' to Leo.

"Some of us are endeavoring to raise a fund for the poor and the homeless." Roger explained.

"What might we put you down for?" Carmen Ghia asked pulling out his rhinestone-covered notepad and pen.

"Oh, put me down for..."Leo began.

"Nothing." Max interrupted.

"An anonymous donation! Oh that's so humble of you ol' boy." Roger declared.

"No...no donation. Every year I get hit up for donations to charities and causes that don't concern me and only ending up costing me money." Max said.

"But Max..."Roger pouted stomping his foot.

"Don't but Max me Roger! I get taxed like any other stiff and taxes go to prisons and welfare programs. So the poor can go there for a handout." Max said gathering his hat and coat. The production team each put a hand to their chest with a gasp,

"But some would rather die!" Carmen cried.

"Good. Decrease the surplus population! Less poor means problem solved! Now breaks over. Get the cast ready for the Christmas Eve show in three days." Max said walking out.

"Sorry guys. Talk to me later about a donation, okay? Max! Max wait up!" Leo said chasing after his partner.

"Well! I never!" Roger said insulted.

"What a Scrooge." Shirley Markowitz, the very butch set designer added in her very deep bass voice. The rest of the production team nodded in agreement.

"Max wait up!" Leo said catching up to Max outside on the street.

"Leo we're still trying to pay back the government for Springtime for Hitler. And A Christmas Carol is going over budget. We can't afford to give anything away. So I'm done talking about it!" Max said.

"That's not true Max. I did the books this morning. We've already paid back the government and we're beginning to see a small profit." Leo said.

"Exactly. Small! Think big Leo! You need to think big! Look, come with me to the office, I have something to show you." Max said.

"Okay Max. But I really do think we should discuss the charity idea a little more." Leo said.

"There's nothing to discuss." Max said.

"Maxie!" called a little voice. Looking over to a black limo, Max cringed,

"Great...it's Hold Me-Touch Me...Hello gorgeous!"

The little old blue haired lady giggled as Max reached through the open window to kiss her gloved hand.

"Bialy, you'll come visit me on Christmas Day won't you?" she asked bundled up in furs.

"If I can my darling. This is a busy year for Bialy." Max told her.

"Oh please try. I have a present for you." she said slyly.

"I'll bet. Buh bye! Bye bye!" he said waving at her through the window before her driver pealed out.

"Dirty old buzzard..."Max muttered under his breath.

"Heir Bialystock! Heir Bloom!" called a voice.

"Oy...now what?" Max asked turning to see Franz Leibkind, the big tall goofy German Nazi. Normally, he was the regular author of their shows, but since they were doing A Christmas Carol, he didn't have much to do right now. Max and Leo noticed that even though he was dressed in his customary leather coat, German helmet and gloves and scarf, he still wore lederhosen despite the cold.

"Franz aren't you cold?" Leo asked.

"Cold? BAH! Dis is picnic veather vere I come from!" Franz scoffed.

"So what is it big guy? What can we do ya for?" Max asked.

"I would like to invite you und heir Bloom to a Christmas party on my rooftop on Christmas Day. We're going to have schnapps und beer und pretzels und de best wurst in all New York!" Franz said handing them each an invitation.

"Oh, that's very nice of you Franz." Leo said with a smile.

"Oh yeah...too bad we'll be rehearsing our new show." Max said tucking the invite back in Franz's pocket.

"Vhat?" Franz and Leo asked at once.

"New show? Max that's Christmas Day!" Leo said.

"They'll get the morning off. After all they would have done the Christmas show the night before. They can sleep in a little." Max said.

"Max, Half an day off hardly seems customary for Christmas Day." Leo said.

"Ja. And it'll really cut into my party!" Franz nodded.

"Sorry pal. But the whole cast is going to be busy with the new show, including you since I want you to write it!" Max said jabbing him in the chest.

"Ow..."Franz said rubbing the spot on his chest.

"Max what is this new show of yours?" Leo asked. He ushered them into their office building and up the stairs. Max lived and worked in an office two buildings down from the Schubert's Theater. It was an inheritance from his old mentor Boris Tomashevski. It was an old brick building, once the land of showbiz hopes and Broadway dreams, most of the building was empty now, those illustrious imaginings lost to decay. Entering the Swedish modern white office, courtesy of Ulla and her paint brush, Max went to a covered easel and pulled back the drop cloth exclaiming,

"Behold!"

Leo and Franz just stared blankly for a moment exchanging a look with each other.

"Gentleman, may I present to you, our newest Bialystock and Bloom production! 'Le Red Windmill!" Max exclaimed.

"Le Red Windmill?" they both asked.

"Yeah yeah! It came to me in a dream! It's the story of a beautiful can can dancer in turn of the century France!" Max began to explain.

"France? Bleck!" Franz retched.

"Just hear me out. She falls in love with a penniless writer, but she's been promised to the investor of her show, the jealous duke! What do ya think?" Max asked.

"Well..."Leo began.

**_"Can't you see it? _**

**_Can't you smell it? _**

**_Can't you touch it? _**

**_Can't you kiss it?_**

**_It's something marvelous and wild _**

**_so don't be timid and mild. _**

**_Think Big! Think Big! Think Big! "_**Max sang.

"But Heir Bialystock..."Franz tried to interrupt. Max pushed them both on the couch,

**_"Think big! Not small! _**

**_You might as well not think at all!_**

**_Life's about taking risks and chances! _**

**_Not second guessing and backward glances!_**

**_It's something marvelous and wild _**

**_so don't be timid and mild. _**

**_Think Big! Think Big! Think Big! "_**Max sang. He hopped up on the coffee table and sang,

**_"I see it now! A line of girls in corsets doing the can can can_**!"

"**_But we can't can't can't!"_ **sang Franz and Leo.

**_"Yes we can can can! And it'll happen just like this_**." Max told them.

_**"A case of mistaken identity brings the lovers together, **_

_**But when the truth comes out oy vey! **_

_**But they keep their love secret anyway. **_

_**He writes her a secret song, **_

_**not too short, not too long. **_

_**It declares their love is still going strong. **_

_**But then the duke comes along! **_

_**tells her he'll kill the writer if she don't play along. **_

_**So she tells the writer so long. **_

_**But he comes back and see's what wrong. **_

_**But before they can run, the Duke sees red **_

_**and then in the end everyone's dead**_!" Max sang.

"Dead?" Leo asked.

"The ending still needs work." Max told them. Then he went for his big finish.

**_It's something marvelous and wild _**

**_so don't be timid and mild. _**

**_Think Big! Think Big! Think Big!_** "Max sang.

"It's promising Max. But why can't we wait until the spring to give us some time to get it right?" Leo asked.

"Leo Leo! Darling Leo! We have to strike while the iron is hot! I figure if we open on New Year's Eve..." Max said.

"But Max no one on Broadway is going to put on show on New's Years Eve." Leo interrupted.

"Ja dey too busy getting schnockered." Franz added.

"Will you two listen to me? If we're the only ones putting on a show on New's Year Eve, everyone in New York will want to come see it. Heck we may even have to do two shows in one night!" Max said seeing dollar signs.

"But Max..."Leo began.

"Don't argue with me Leo. I know what I'm doing. Remember you're the one still learning the ropes. Now I want you guys to tell everyone that we start rehearsals for the new show at noon sharp on Christmas Day." Max said taking off his hat and coat.

"But Heir Bialystock!" Franz began.

"Max we don't have enough petty cash to start a new show this soon. Not until after the new year." Leo said.

"We do if we cut the Christmas bonus." Max said going around his desk.

"Cut de Christmas bonus?" Franz exclaimed.

"We all have to make sacrifices for our art Big Guy." Max said.

"Max, we can't cut the bonus. We have people depending on that money for Christmas." Leo said.

"Oh come on Leo. So they won't waste their money on stupid gifts for people who won't even remember what they got last year! I'm doing them a favor." Max said sitting down.

"Max what happened to you? Why do you hate Christmas?" Leo asked.

"I'm getting my gun!" Franz yelled stomping out.

"I don't hate Christmas. I love Christmas. It's a time to make money. Poor saps getting all sentimental. Wanting to make memories for the kiddies. And a Max Bialystock show is the perfect kind of memory don't you think?" Max asked.

"Christmas is about spending time with family and friends max, not seeing some dumb show on Broadway. And though it's never put any money in my pocket... I believe that Christmas has done me good and will do me good...and I think it really stinks that you don't feel the same." Leo said.

"You're entitled to your opinion. But why don't you scram while I catch a quick nap? Make sure Franz don't get arrested again huh?"Max asked him waving him out.

"Merry Christmas Max." Leo sighed dryly.

"Bah humbug!" Max called out. Leo shook his head as he closed the door behind him.

"Great. Been spending too much time with this show. Before you know it, I'm going to be seeing my own ghosts!" Max said picking up his ledgers.

"Maxella..." groaned a voice. He furrowed his brow looking around. Then he shrugged and went back to the books.

"Maxella!" the voice insisted. Max looked around again. Shaking his head when he saw nothing.

"What do you got cotton in your ears? Turn around you putz!" ordered the voice. Slowly Max turned and stood from his chair. He saw one of the posters on the wall, the one for Funny Boy. But something was off. Max squinted his eyes seeing instead of Hamlet holding a skull, Hamlet was holding a very familiar head.

"Boris? Boris Tomashevski?" Max asked with a whimper.

"MAXELLA!" the head groaned as Max screamed and dived behind the white leather couch. He poked his head out, his comb over sticking straight up. Seeing the poster had returned back to normal, Max released a breath he was holding and said to himself as he climbed over the back of the couch,

"It was just a figment of my imagination! Stress...that's all it was. Stress."

Of course he was just trying to convince himself of this fact. To say that Max was not startled would be untrue. Still. The moment had passed. And the world was as it should be. Now. Once again. I must ask you to remember that Boris Tomashevski was dead and decaying in his grave. That one thing you must remember or nothing that follows will seem wondrous.

"Sleep. That's what I need sleep." Max said laying down. He closed his eyes beginning to drift off. He was briefly awoken when he heard his small grandfather clock on top of his piano chime the hour. But he furrowed his brow when he heard the clock chime twelve times.

"Twelve? I only laid down when it was past six? How long have I been out?" Max asked sitting up and checking his pocket watch. Sure enough he looked out the window, seeing it was dark out, New York traffic muffled through the frosted window.

"Maxella...Maxella..."groaned a voice like a whispering wind.

"Hello?" Max asked.

"Maxella...Maxella..."groaned the voice followed by a persistent knocking.

"Who's there? Show yourself!" Max demanded standing to his feet. Then he gasped in fright when someone actually stepped through the door of the office that read Bialystock and Bloom Theater Producers. Like a mist of vapor the form came together to the appearance of a little old man in a tux and black fedora, his body wrapped in heavy chains, and he carried a large safe in his grasp.

"Oy...what a shelp! Ya think they would have installed an elevator by now." the old man huffed.

"Who are you?" Max asked.

"In life. I was your beloved mentor, Boris Tomashevski!" the ghost said.

"Ooh!"

"It looks like you. But I don't believe it! You're dead!" Max said.

"Look at me. I'm standing here. You haven't asked me to sit down. You haven't put on a pot of coffee. I don't see any nosh around. Least you could do is treat me like a guest. Why do you doubt your senses?" Boris asked.

"Because a little thing can affect them. Indigestion! That's it I had a bad lunch. That hamburger did taste a little funny. The beef, the cheese the mustard all of it! Oh yeah, there's more gravy than of grave about you Pal!" Max said wagging a finger in Boris' face. Without missing a beat, Boris dropped the safe on Max's foot.

"OW!" Max cried grabbing his foot and hopping up and down.

"That caused by indigestion wise guy?" Boris asked.

"Sorry...um...can you sit down?" Max asked.

"I can." Boris nodded. He made to sit next to the couch, but after hovering there a moment, he fell flat on his can.

"How embarrassing! It worked for Albert Finney!" Boris said as Max helped him up. Sitting down for real this time, Boris thanked Max who sat on the couch opposite him and asked, "Why do you come to me?"

"To warn you. You're being a pain in the tukhus. And that's not how you're suppose to be around Christmas." Boris said.

"Not you too! Why does everybody think I'm being such a Scrooge about the whole Christmas thing?" Max said.

"Hello...You got a ghost of an old business associate warning you to mend your ways in your office." Boris pointed out.

"Oh yeah...but who are you to talk anyway? I don't remember you getting all sappy around the holidays. Not even Hanukah!" Max said.

"True. But the holidays are where it starts. You forget to show kindness to others then, you can forget about it for the rest of the year! And the year after that. Then one day you wake up dead as a doornail, find out all your friends and family hates you, and you're doomed to roam the earth longing for the joy the holidays can bring." Boris explained.

"Is that what happened to you?" Max asked.

"No it happened to Michael Caine. Of course it happened to me!" Boris said. Then the music began and Max groaned,

"Oy. Not another song."

**_"In life I was greedy. _**

**_Penny-pinching and a meanie. _**

**_Now I'm dead and complaining _**

**_and it's not entertaining!_**

**_I was 'scrooged...over... _**

**_yeah scrooged...over... _**

**_Because of the life I misused... _**

**_I'm officially scrooged!_**

Then a chorus line of ghostly girls materialized out of nowhere and sang,

_**"Yeah he's scrooged...totally scrooged!"**_

**_"The path you have taken, is the path I've already tread! _**

**_But you've still got a chance to change before you re cold and dead!"_**

**_I was 'scrooged...over... _**

**_yeah scrooged...over... _**

**_Because of the life I misused... _**

**_I'm officially scrooged!_**

The chorus girls danced and moaned around the office,

**_"Yeah he's scrooged...totally scrooged!"_**

**_"I cheated my friends, abused my lovers, _**

**_took advantage of my workers and mistreated all the others! Sing it girls!"_** Boris sang joining the girls in a chorus line.

**_I was 'scrooged...over... _**

**_yeah scrooged...over... _**

**_Because of the life I misused... I'm officially scrooged!_**

**_"Yeah he's scrooged...totally scrooged!"_**

**_I was 'scrooged...over... _**

**_yeah scrooged...over... _**

**_Because of the life I misused... _**

**_I'm officially scrooged!"_**

**_"Officially, efficiently, undeniably and totally..."_**sang the girls.

**_"SCROOGED_**!" finished Boris as the girls vanished.

"But Boris, you were always such a good man when it came to business." Max said.

"Mankind should have been my business! Goodness, charity and compassion should have been my business!" Boris exclaimed standing up, shaking the chains that wrapped his body. Then he furrowed his brow looking around the office.

"What the F#*& happened to my office?" he asked.

"Oh uh my new partner's wife Ulla redecorated." Max explained.

"Who does she think she is? I paid good money for this s*#&." Boris said. Max picked up a picture of Ulla from the coffee table.

"This is her picture."

"Wow woah woah wee wow wow!" Boris went bugged eyed and drooling.

"Yeah..."

"Glad I ain't that dead. Woof!" Boris said his chains shaking as he waved his hand around.

"What are these terrible chains?" Max asked.

"Oh. Yeah...The chains! I forged these chains in life by my acts of greed. Link by link and yard by yard! Captive bound and double ironed. Do you know the weight and length of the chain you wear yourself?" Boris asked him.

"Speak comfort to me Boris!" Max cried getting on his knees and clutching his hands.

"Comfort? Max remember what I always told you. 'Alle menschen muss zu machen, jeden tug a gentzen kachen." Boris said.

"Who do you have to f*#& to get a break in this town?" Max asked.

"Actually it means 'Every man has to pee or poop'. " Boris said.

"What the hell does that mean?" Max asked.

"How should I know? I don't speak Yiddish. Come out and look out the window here..." Boris said beckoning him over to the terrace. Max got up on shaky feet as Boris pointed out the window and commanded,

"Look!"

Max looked and gasped. There were dozens if not hundreds of moaning ghosts, groaning and longing to help the bag lady on the corner or the bum stumbling down the street, but they could not. They were dressed in fine clothes and chains, weighted down by guilt and despair.

"This is your fate Maxie boy. Which is why I came to warn you. I don't want you to make the mistakes I did. Three spirits will haunt you over the next three nights."

"Haunted? I've already had enough of that." Max said backing up from the terrace.

"Without these visits, you cannot hope to avoid the path I tread." Boris told him solemnly.

"I'd really really rather not!" Max said.

"Expect the first ghost tomorrow night when the bell tolls one." Boris said.

"Can't I meet them all at once and get it over with?" Max asked.

"When the bell tolls one! And not a second later!" Boris said.

"But Boris! I'm a heavy sleeper!" Max protested.

"Bulls*#&! And when the ghost comes, you better be a better host to them than you were to me! Not ever a bagel! Oy..."Boris said heading for the door.

"Boris!" Max cried.

"Farewell Max. You shall never see me again..." Boris said walking through the door. A moment later, he walked back in saying,

"Forgot my safe. Don't forget Maxella! " Boris said. Then he went into his big finish,

**_"Officially, efficiently, undeniably and totally...SCROOGED_**!"

And with that, the spirit of Max's mentor vanished into the darkness leaving him once again...Alone in his room.


	3. Act 2 The Ghost of Christmas Past Whiney

"AHH!" Max shouted as he woke up from the couch.

"AGGHHH!" Leo screamed going into hysterics.

"Calm down! Calm down! Look look I'm smiling!" Max told his partner who had pulled out his blue blanket from his coat pocket.

"Then why are you yelling!" Leo demanded.

"Oy...I had a bad dream. A nightmare straight out of Charles Dickens's imagination. Or the imagination of a bored movie obsessed fan girl." Max explained stumbling over to his desk.

"What was it about Max?" Leo asked.

"Oh...don't worry about it pal. Listen what time is it?" Max asked.

"Half past nine max. That's why I came to get you. We're about ready to start rehearsal." Leo said.

"Oh s*#&! I've got to get changed. I've been wearing the same suit since yesterday." Max said rushing into the side room to change.

"Max are you sure you don't want to give any money from 'A Christmas Carol' away?" Leo called to him. Max immediately came out the other door, fully dressed and hair combed in a new suit, making Leo do a double take. But before he could ask Max how he did that, Max replied,

"No! No! We need every penny for 'Le Red Windmill'."

"Which means you still want to cut the Christmas bonus." Leo sighed.

"Yes. Now stop worrying! Everybody will understand." Max said grabbing his hat and coat and leading him out the door.

* * *

><p>A few minutes later, Max and Leo entered the theater where everybody began to glare at them.<p>

"I uh...guess you told them about the new musical?" Max asked Leo scratching the back of his neck.

"Uh huh..." Leo nodded.

"And all it entails?" Max asked. He nodded when Leo nodded. Then he made his way up the aisle.

"HISSSS!" came a voice making Max pause. He cleared his throat and he and Leo sat down in the front telling everyone,

"Okay people. from the top!"

"Carmen...since I'm not talking to Mr. Bialystock, would you please tell him' sure! We'd be happy to rehearse!" Roger said folding his arms and avoiding eye contact with Max.

"Why yes Roger I'd love to, but I'm not talking to him either!" Carmen said in a bitchy voice.

"Oy..."Max groaned.

"Franz, since we're not speaking to Mr. Bialystock since he's ruined Christmas AND New Year's for us, can you tell him we're ready to begin?" Carmen asked the German.

"NOPE! Cauze I am not talking to him ezither!" Franz pouted from his seat at the piano.

"Yeah today's going to be a fun day...Fun...and very very long." Max told his partner.

* * *

><p>All thoughts of ghosts and warnings were gone by the time Max got home that night. He got into his pajamas and slipped into the empty silence of a dreamless sleep.<p>

"ZZZZZ!" Max snored loudly.

Okay...maybe not that silent...

"Expect the first ghost when the bell tolls one!" whispered Boris' voice. the small grandfather clock on the mantel rang the one o clock hour. Max peeked open his eyes with a snort, then settled his head back down to drift back off to sleep. When suddenly, a bright light came from his main office.

"YAH!" Max cried falling out of bed. He stumbled out to his office where the light was radiating from, seeing a spotlight was being cast on the small entryway by the door. He tied his red tattered robe around his waist his brow furrowed with fear.

"And now ladies and gentlemen! Won't you give a round of applause for the one, the only...Ghost of Christmas Past!" announced a faceless MC somewhere. For some reason, there was a horse whinny when the light bent and shifted, until a sparkled of gold dust swirled around a woman in her seventies, still attractive, but her white locks an obvious blond dye job. She wore a draped gold chiffon gown that hugged her curves and a gold feather boa which she posed with dramatically. She smiled, her smoky eye makeup smudged and her blue eyes twinkling.

"Oh thank you! Thank you...HACK! HACK! WOOF!" coughed the Spirit inhaling too much glitter.

"Who are you? What do you want?" Max asked.

"Didn't you hear the intro? I am the Ghost of Christmas Past! " the spirit introduced herself. Max furrowed his brow when he heart the horses whinny again. She began to flounce around the room.

"I know, I know what your thinking. How can such a child be a ghost of Christmas past? I'm sure my youthful complexion is deceiving you." she said checking herself out in a nearby mirror. Looking over the vain spirit, Max raised a skeptical eyebrow.

"Long past?" Max asked dryly. The ghost frowned, insulted.

"No you're past you putz. Now come on. Let's get this show on the road." she told him, grabbing his hand. He jerked it out of her grasp saying

"Wait a minute where are we going?"

"Max Bialystock we are going on a long journey. A journey into your past. To help you remember what you were like before so that you may learn how you came to be." Past said gently and dramatically.

"So I should pee first?" Max asked. Ignoring him, the ghost waved her arms and the doors to the terrace flew open into the cold December night.

"Hey that's not a bad trick...Hey! You're floating!" Max said jumping when he saw the spirit two feet off the ground.

"Rise...and walk with me..."she told him.

"Out there? But I'm only human! I'll fall." Max insisted.

"A touch of my hand and you shall be upheld." the spirit said reaching out her hand. Tentatively, Max grasped onto her hand. And in a rush of wind, she flew them out the window and into the New York City Skyline.

"AAAHHHH!" Max screamed.

"Oh quit you're belly achin'. You never heard Patrick Stewart scream like a big baby!" she scolded him.

"I don't have to pee anymore!" Max cried to the heavens. They traveled higher and higher, up above the glittering twinkling lights of New York City, looking like a sea of Christmas stars. Seeing a white light, before him, Max paled even further and cried,

"Oh Jesus! I'm dying! Don't take me towards the light!"

"You're not dying you idiot." the ghost said with a roll of her eyes.

"Then what is that light?" Max asked.

"It is the past." the ghost replied flying into the light. In a flash, Max saw it was now daytime, the twinkling lights gone but the December chill still holding tight.

"Hey...wait a minute. That building down there. That looks like Brooks and Mars Bakery! But they torn that down over thirty years ago." Max said as the Ghost came in for a landing.

"What part of Ghost of Christmas Past didn't you get?" the spirit asked dropping him to the ground. The horses whinnied as Max fell into the snow with a,

"AAGGG! OOF!"

Landing softly on her feet, the spirit explained,

"We're back in the past Max. The childhood of your youth."

"We are?...hey...you're right. This is the Bronx! We're on Wilder Avenue, my old neighborhood!" Max said looking around in wonder. Then he turned his head as he heard the sound of children laughing.

"Hey...that's Jeffy Peterson! And Tommy O'Brien! And Billy Fine, my best friend! Hey! Hey Billy boy!" Max called. But when the children ignored him and continued chasing after a hoop with a stick down the street, the spirit smiled and told him gently.

"They can't see or hear us Max. These are but shadows of things that have been."

"Oh they are huh?" Max asked. Then he saw a beautiful girl walk down the street and he said to her,

"That's it baby! Come to Daddy! Yes! Yes! Woof! Woof!"

The girl didn't hear his catcalls nor see him making crude gestures. The ghost shook her head as Max laughed.

"Say I could get used to this." Max told her.

_**"These are but shadows...**_

_**shadows...**_

_**shadows...**_

_**shadows of your past...**_

_**These are but shadows...**_

_**we'll see them appear...**_

_**and then we'll see them past..."** _the ghost began to sing. Max raised an eyebrow as she took him by the arm guiding him down the street.

"_**You can learn a lot from the shadows of the past...**_

_**the shadows of the past...**_

_**the shadows of the past...**_

_**Learn about yourself from the shadows of the past...**_

_**shadows of the past...**_

_**shadows of the part...**_

_**but quickly now we've not much time...**_

_**my time on earth won't last...**_

_**So let's look at...those shadows of the past..."**_

She stepped before him, spreading her arms out wide.

_**"Dreams of our youth...**_

_**hopes for the future...**_

_**let's look to your memories to find the truth!**_

_**Where you always like this?**_

_**NO! Let's find those good times you miss...**_

_**and we'll see where you found your bliss!"**_ she sang yanking him along.

_**"You can learn a lot from the shadows of the past...**_

_**the shadows of the past...**_

_**the shadows of the past...**_

_**Learn about yourself from the shadows of the past...**_

_**shadows of the past...**_

_**shadows of the part...**_

_**but quickly now we've not much time...**_

_**my time on earth won't last...**_

_**So let's look at...those shadows of the past..."**_ she sang as Max recognized old buildings and faces he had once known. He joined the ghost in singing the last verse.

**_"You can learn a lot from the shadows of the past..._**

**_the shadows of the past..._**

**_the shadows of the past..._**

**_Learn about yourself from the shadows of the past..._**

**_shadows of the past..._**

**_shadows of the part..._**

**_but quickly now we've not much time..._**

**_my time on earth won't last..._**

**_So let's look at...those shadows of the past..."_**

Just then they heard a church bell ringing.

"Uh oh. That's the bell at St. Francis Academy. Sister Catherine always rang it when you were running late to school." Max said.

"Do you remember the way?" the spirit asked.

"Remember? Please! I could walk it blindfolded." Max insisted. Max took in a dozen sights and smells and sounds, long long forgotten. They came to the catholic academy where the ghost told Max,

"I didn't realize you were Catholic."

"Technically I am. But I spent so much time around Boris I guess you could say I became a born again Jew." Max chuckled.

"But that wasn't until much later. Today however...I think we'll find a different story." the ghost said pointing towards the iron bars of the schoolyard.

"Stop it!"

"Oh my god..." Max said in shock. Max beheld a small boy, a boy he knew very well indeed.

"Come on Fatty! Come and get it!" taunted a little boy playing keep away with his friends and a brown lunch bag.

"Stop it Kenny! Give it back! And I'm not that fat!" the chubby little boy stuck in the middle begged, hopping up and down trying to grab his lunch.

"It's me..."Max said looking at his younger self. Then with a look of determination, he stomped into the school yard and yelled at the kids,

"Stop it! Stop that Kenneth Keenan! Or I'll tell everyone about what you and Michael Freeman did in the locker room in tenth grade!"

"Max! They can't hear you remember?" The spirit called out stepping through the bars of the schoolyard. Max sighed,

"I didn't have a lot of friends. And even though I was..." Max hesitated.

"Chunky?" offered the spirit.

"Built a little differently, sometimes my school lunch was the only meal I'd get during the day." Max continued annoyed with the ghost's wisecracks.

"Why was that?" the spirit asked.

"Well my dad left when I was three. And my mom was always working. And she couldn't afford to cook dinner...let alone buy it sometimes." Max said.

"Kenneth Keenan! Stop that! Stop that before I tell your mother what I caught you and Michael Freeman doing in the laundry room!" said a buxom woman in tight clothing and short skirts, her hair cut in the popular bob of the day.

"Mom..." said Max and his younger self at the same time.

"Yes Mrs. Bialystock." Kenny said giving her the lunch and running away with his friends.

"Maxie baby are you alright?" Mrs. Bialystock asked kneeling before her son and hugging him close.

"Yeah Ma. I'm fine." Little Maxie said.

"Listen. Why don't you come with me to work today? We're rehearsing our big Christmas show. You'd like that wouldn't you?" Mrs. Bialystock asked her son.

"Yeah! Can we mom? Can we?" Little Maxie replied excitedly.

"Come on. Let's go kiddo." she smiled taking his hand and walking him along.

"My mom wasn't like most moms. She didn't care if I played hooky from school. Her one rule was that if I played hooky, I would come be with her at work." Max said walking the pair walk off.

"Where'd she work?" asked the spirit.

In an instant, their surroundings changed to a run down theater. A audience of mostly men where drooling over the line of rowdy chorus girls that were only half dressed and stripping off there clothes bit by bit. Little Maxie's mom was in the middle of the line while Little Maxie watched from stage right.

"You've got to be kidding me..."the ghost said dryly.

"I really have spent my entire life in the theater. I loved the glitz...the glamour...the elegance..." Max sighed reflectively.

"TAKE IT OFF SUGAR!" yelled a voice in the audience.

"Yeah...real classy." The spirit said clipped.

"I always knew I wanted to be in the theater, even if I didn't know what I was going to do." Max said.

"But that changed one Christmas didn't it Max?" the Spirit asked.

"Huh?" Max asked. The Ghost of Christmas Past snapped her fingers and the action before and around Max sped up. The years performed their terrible dance, until Max saw his younger self-five years years older. But not necessarily wiser.

"AAGGG! Get out of here you little pervert!" said a dancer shoving twelve-year-old Maxie out the dressing room. And right into a well-dressed gentleman in a black suit and a black fedora.

"Hey!" the middle aged man cried. Mrs. Bialystock, just wrapping up her number, saw the commotion and ran for them,

"Oh! Sorry Mr. Tomaschevski! My Maxie can be such a klutz sometimes. Say you're sorry Maxie." she apologized and ordered all in one breath.

"Sorry Mister." Maxie said.

"S'alright..."Boris nodded before making to walk off.

"Oh Mr. Tomaschevski! If you need any new talent I'd love to audition for you." Mrs. Bialystock offered. Boris stopped and puffed on his cigar.

"Oh yeah? Hmm stop by my office and make an appointment with my secretary. I'll see if I can squeeze ya in." Boris said.

"Oh! Oh thank you Mr. Tomashecheski!" Mrs. Bialystock cried. Then she began to cough something terrible, practically doubling over. Max frowned, knowing what was coming next.

"Yeesh! Uh...but before ya do...do something about that facata cough! It's not catching is it?" Boris asked.

"no...no...just a little tickle." Mrs. Bialystock reassured him. He nodded and greeted the waiting showgirls he was taking out on the town with a kiss to each hand.

"Who's that Ma?" Maxie asked.

"That's Boris Tomaschevski Maxie. A world famous Broadway producer." Mrs. Bialystock explained.

"What's a producer do Ma?" Maxie asked.

"Well without a producer you don't have a show Maxie. He comes up with the ideas, finds a script, raises the money, flirts with pretty showgirls..." she said teasing her son who blushed. "He...hires the director and all the people who make the show go off without a hitch. He creates the magic." Mrs. Bialystock explained to her son.

"Wow! When I grow up, I wanna be a producer Ma!" Maxie said starry eyed. Mrs. Bialystock laughed,

"Well at least I'll know I'll always get a job!"

Then she began to cough again and the spirit said to the grown Max,

"Your mother had a big heart."

"The biggest!" Max insisted.

"But it was also a weak one. She died a young woman."

Getting misty eyed, Max took a breath to calm himself and said,

"Too young. She died two years later."

"But you still finished high school." The ghost stated.

"Yeah. Ma made me promise. Don't be a dummy like me Maxie...she would tell me. She was no dummy. She was the smartest person I knew. But when she died, I didn't think I could love anyone else like that again." Max said. Then he asked the spirit.

"Listen...this fan fiction is getting too sappy. Can we get outta here?"

The ghost of Christmas Past nodded, and with the scared whinny of a team of horses, she snapped her fingers and the theater around them changed. It was still a theater, but this was no burlesque club. This was a classy theater with red velvet seats and gold curtains.

"Hey...I know this place! This is the old Fezzywig theater on 6th Ave! I had my first job outta high school here." Max explained.

"AAGGG!" cried a familiar voice. Max looked up and cringed. It was himself as a young man. He looked about the same, only his younger self had thicker hair. Young Max was hanging off the catwalks overhead. A stage hand rushed to Young Max's aide and said,

"I've got ya Max! Don't worry buddy."

"Hey...it's Dickie Wilson. We were stagehands together." Max said pointing to the pair.

"Thanks Dickie..."Young Max said.

"You're lucky ol' Bulldozer Boris didn't catch you. He'd have fire you on the spot if you had caused his insurance rates to go up." Dickie said.

"Don't say that about Mr. Tomaschevski. He's told me if I impress him I'll get to be his assistant and teach me the ropes." Young Max said following his friend down the catwalk.

"Max...come on. Do you really want to be a producer like that shyster?" Dickie asked.

"Dickie you just don't get it...champagne! Wealth! Prestige! Fame! And beautiful girls!" Young Max said.

"What would you know about beautiful girls, Maxie? I never see you with a hot date. You're always working." Dickie said.

"Well when one has a larger goal in mind Dickie my boy, one has to make sacrifices." Young Max said dramatically.

"Yeesh...a ham even back then..."the ghost said.

"Yeah...hey!" Max said offended.

"Listen Max, come with me to Old Man Marks party tonight. The whole cast and crew will be there. I'll introduce you to some real classy broads." Dickie said putting an arm around Young Max's shoulders.

"Well I don't know...I really should clean up the store room..." Young Max said.

"Come on Maxie Boy! It's Christmas! Even a skinflint like Bulldozer Boris can spare ya for Christmas!" Dickie insisted.

"Well...okay." Young Max nodded.

"Great! So help me clear the stage. Mr. Marks wants to set up the buffet table soon." Dickie said.

"The stage? Mr. Mark is having the party on the stage? Won't we get in trouble?" Young Max asked.

"Not...if we don't get caught..."Dickie said.

"Oy..."Young Max groaned. An hour later the party was in full swing. And when I say swing, dear reader, I mean swing. The horns were blaring, the drums where keeping the frantic rhyme, the bass was being slapped. And so was Young Max.

"OW!" he cried stumbling back and holding his beat red cheek.

"Well I never!" the chorus girl said stomping away. Max and the Spirit watched her walk off.

"What did you say to her?" the Spirit asked.

"You don't want to know. After all this fan fiction is only rated T." Max explained. Then he heard a familiar voice.

"Max...Oh dear. Max Bialystock."

"Mr. Marks! Hey It's Gabe Marks the stage manager! My first boss. Old Man Marks alive again!" Max said pointing to the older man with kind blue eyes and wild kinky ginger curls. Mr. Marks helped Young Max to his feet and tusked,

"Oh dear, Max how do you get in these messes?"

"Sorry Mr. Marks." Young Max replied.

"Don't be sorry my boy! That is what life is all about. Life...is a messy...wonderful beautiful thing. I don't want you to waste it." Mr. Marks told him.

"That's very wise." the Spirit told Max.

"Yeah. Sure sounds a heck of a lot better than 'every man has to pee or poop'." Max replied.

"Come with me Max. I want you to meet someone." Mr. Marks said pulling Young Max along.

"Oh I...sure Mr. Marks." Young Max said. He guided Young Max over to the punch bowl where there was a petite brunette standing with his back to them. Max's expression dropped when he realized who it was.

"Isabelle..." he said. Mr. Marks tapped the young lady on the shoulder and she turned, making both Young Max and Present Day Max drop their mouths in awe of her beauty.

"You said you'd never thought you could love again after the death of your mother. But you did love again, didn't you Max?" the spirit asked.

"Isabelle...my god...I'd forgotten how beautiful she was." Max said.

"Isabelle Marks, I'd like you to meet Mr. Maxwell Bialystock. Mr. Bialystock, this is my niece Isabelle." Mr. Marks said with a twinkle to his eye.

"Nice to meet you Mr. Bialystock." Isabelle said extending her hand.

"Please...call my Max." Young Max said softly shaking her hand.

"As someone once said to Mr. L.F. Baum...I'm sure you'll love her." Mr. Marks said with a knowing smile as he walked away.

"Too late..."Young Max said softly making Isabelle blush.

"Alright! We'll have a game! Time for some fun." Mr. Marks announced to the guests.

"Ooh!" the chorus girls cried as they gathered together with their dates.

"We...are going to play...are you ready for this? Charades!" Mr. Marks said clapping his hands together.

"Charades? I hate charades." both Young Max and Present Day Max said at once.

"Oh come on Max. Don't be such a Scrooge. It'll be fun." Isabelle told Young Max taking his hand.

"Okay..."Young Max sighed dopily.

"Well she had you wrapped around her little finger." the Spirit remarked.

"From day one." Max nodded.

"Okay are you ready? here we go. I'll start first." Mr. Marks said as the band began to play.

**_"We're going to play a game._**

**_A game everyone should know._**

**_But if you don't, don't fret._**

**_It's easy to get._**

**_And it goes a little something like this!"_** sang Mr. Marks softly.

**_First you..._**

**_pick a slip of paper, from the hat_**

**_It can be a person, a place, a title,_**

**_or anything like that._**

**_You make a gesture to let everyone know_**

**_what kind of guesses they should show. "_** he sang the tempo picking up.

**_"And that's Charades!_**

**_Yes Charades!_**

**_That's Charades._**

**_Oh yes Charades..._**

**_It's a game where you don't need anything to play..._**

**_It's loud and it's long_**

**_it can go on and on_**

**_and people may love a parade!_**

**_But I love a good game of charades."_ **sang the crowd.

**_"You take your choice don't linger,_**

**_and count the syllables with your fingers._**

**_Everyone tries to guess!_**

**_It's such a mess!_**

**_and it's just so much fun!"_** Mr. Marks laughed.

**_"But wait you're not done!_**

**_You hold up a finger to indicate a word..._**

**_And then you act it out or say_**

**_"Sounds like!"_**

**_"And then you act out how it's heard..._**

**_And then people try to guess_**

**_they're put to the test_**

**_some might even flip you the bird..."_** he sang acting out the song as he sang.

**_"And that's Charades!_**

**_Yes Charades!_**

**_That's Charades._**

**_Oh yes Charades..._**

**_It's a game where you don't need anything to play..._**

**_It's loud and it's long_**

**_it can go on and on_**

**_and people may love a parade!_**

**_But I love a good game of charades."_** the chorus sang dancing around.

It was Young Max's turn to play as Isabelle gently shoved him in the middle of the stage. He pulled out a piece of paper from the hat, memorized it, then tucked it into his pocket. He pretended to roll a movie camera.

"Movie..." repeated the crowd.

He then reluctantly held up two fingers.

"Two words." went the crowd.

"First word." they said seeing him hold up one finger. Young Max started wiggling his fingers around and up.

"Uh...rain?"

"Storm?"

Max acted like he got burned then he rubbed his bum,

"Fire?"

"Hot?

"Blazing?" Isabelle guessed. Young Max tapped his nose and nodded.

"Okay first word is Blazing...second word!" Mr. Marks said. Young Max had to think first. Then he began to pretend to ride a horse.

"Pony!"

"Horse!

"Bronco!"

"Sex!"

Max shook his head and tried to point to the horse and what was on it's back.

"Saddle?"

"Blazing Saddles!" Isabelle cried.

"I should have got that one!" Mr. Marks laughed. Then he broke out into the chorus again, everyone dancing along.

**_"And that's Charades!_**

**_Yes Charades!_**

**_That's Charades._**

**_Oh yes Charades..._**

**_It's a game where you don't need anything to play..._**

**_It's loud and it's long_**

**_it can go on and on_**

**_and people may love a parade!_**

**_But I love a good game of charades."_**

**_And that's Charades!_**

**_Yes Charades!_**

**_That's Charades._**

**_Oh yes Charades..._**

**_It's a game where you don't need anything to play..._**

**_It's loud and it's long_**

**_it can go on and on_**

**_and people may love a parade!_**

**_But I love a good game of charades."_**

**_You take your choice don't linger,_**

**_and count the syllables with your fingers._**

**_Everyone tries to guess!_**

**_It's such a mess!_**

**_and it's just so much fun!_**

**_And that's charades! And it's just so much fun!"_** sang the company. They broke out into laughter as the music slowed to a nice romantic ballad. Young Max looked at Isabelle and asked,

"Care to dance?"

"I'd love to." she said taking his hand and letting him lead her out on the dance floor and hold her close.

"Gee...I was crazy about her..."Max said. Then the scene shifted and swirled until he was back in his office. Only the couch was brown, the walls were green and there wasn't a speck of Swedish modern. Which meant they were still back in the past.

"Ooh...warn a guy before you pull him through space and time will ya? A person can get seasick that way." Max protested holding his stomach and looking a little green.

"Sorry. But it was time for the next scene." the ghost said pointing to the room before them. Max looked up when he heard giggling. He saw Isabelle run out the back room with Young Max hot on her heels.

"AGH!" Isabelle squealed with delight.

"Ah ha! I'm gonna get you!" Young Max told her chasing her around the couch.

"No!" Isabelle laughed.

"Yes yes yes..." Young Max said in a baby talk voice. He caught her around her waist and pulled her to the couch where he began to ravish her neck.

"MAX! Mr. Tomaschevski will be back any minute!" Isabelle reminded him as she squirmed in his arms.

"Hey I'm the one who got you the job as his new secretary remember? So I expect a little gratitude!" He said continuing to kiss her neck.

"Max I am grateful. Grateful that you didn't have to get shipped off to the war..."Isabelle said biting her lip. Young Max sighed as he pulled back and asked,

"Again? Izzy baby don't even think about that anymore ok? I got flat feet so I got lucky."

"I know...but Max they're saying that Adolf Hitler is trying to take over Europe. And that it's only a matter of time before we help France and Britain. Dickie got drafted remember?" Isabelle said.

"Yeah and he got assigned to Pearl Harbor Hawaii! Lucky stiff." Young Max said.

"That's what you think." Max and the ghost said.

"I just...it's just the thought of war scares me Max." Isabelle said.

"Don't worry Baby. Daddy's here." Young Max said pulling her close.

"I am so grateful you've got flat feet." Isabelle sighed kissing his cheek.

"Come on. Sister Mary Catherine is expecting us at the children's theater." Young Max said pulling her up from the couch.

"Are you sure you want to help a bunch of kids put on a Christmas pageant?" Isabelle asked raising a brow.

"Hey at the rate I'm going it'll be the closest I'll get to be a Broadway producer." Young Max said helping her into her coat.

"Max you're already Assistant stage manager. It's only a matter of time before Mr. Tomashecheski realizes how brilliant you are and make you assistant producer." Isabelle said as Young Max put his coat on.

"How did a shmuck like me get so lucky?" he asked with a smile. She adjusted his lapels and shrugged,

"I honestly don't know."

Then she pulled him close to kiss him on the lips. As the kiss got deeper, Boris and Mr. Marks entered the office catching them.

"Aww..."Mr. Marks cooed. Just as Young Max was about to grab Isabelle's rear, Boris cleared his throat.

"Oh! Mr. Tomaschevski! Uncle Gabe!" Isabelle said pulling away from Young Max who's lips were smeared red with her lipstick.

"Hello there." Mr. Marks smiled.

"Get a room Bialystock." Boris ordered.

"Going! Ah heh heh...Come on Izzy..."Young Max said taking her hand and pulling her out.

"Ah youth..." Mr. Marks sighed.

"Now what did you want to see me about Marks?" Boris asked hanging up his hat.

Outside in the hall, Young Max and Isabelle were making their way down the stairs.

"Hello Bialy!" called a little old lady coming down the stairs.

"Oh...hello Mrs. Bucannan..."Young Max greeted.

"Hey...it's Hold Me-Touch Me...forgot she had an actual name." Max said to the ghost.

"Maxie...I sure could use a strong handsome young man like you around the house to help me decorate for Christmas." Mrs. Bucannan replied.

"I'll bet." Young Max said as Isabelle giggled into his shoulder.

"Merry Christmas!" Mrs. Bucannan said going past them. But not before pinching Max's rear.

"Hey!" Young Max cried.

"Merry Christmas Mrs. Bucannan." Isabelle called.

"Dirty old buzzard." Young Max muttered under his breath.

"She's just lonely since her husband died Max." Isabelle said.

"Izzy...put your hand in my pocket." Young Max told her. Isabelle flushed and looked around.

"Right here? Right now?" she asked.

"Isabelle...put your hand in my pocket..."Young Max repeated.

"You naughty boy..."she cooed slipping her hand inside. Then her brow furrowed. She pulled out a small velvet ring box.

"Oh Max..."Izzy said her jaw dropping. Young Max took it from her and opened it, showing her a small golden ring.

"Isabelle...I've loved you since I first saw you. Will you marry me?" he asked.

"Yes...oh yes Max...oh no!" Isabelle cried looking at the ring.

"What?" Young Max asked.

"Max the diamond fell out!" Isabelle told him.

"What? Oh wait...no it didn't. Look at it in the light." Young Max said holding the ring high above their heads.

"Oh! Oh Max it's beautiful..."Isabelle said with a radiant smile.

"It's too small...Isabelle I promise you I'm gonna get you a diamond as big as your eye." Young Max vowed.

"Don't you dare Max Bialystock! I love this ring just as it is." Isabelle said.

"I don't deserve you." Young Max said slipping the ring on her finger.

"No you don't." the ghost said.

"Shut up." Max replied.

"Come on! Let's go back upstairs really quick and tell Uncle Gabe the good news." Isabelle suggested. Young Max nodded as they turned around. But Young Max stopped her at the door when they heard,

"YOU B*#%&*! HOW COULD YOU DO THIS? YOU HAVE TO! YOU HAVE TO! YOU HAVE TO!"

"That's Uncle Gabe!" Isabelle said. Her uncle stepped out of the office and took deep breaths to calm himself."

"What happened?" Young Max asked.

"Uncle Gabe what's all the yelling about?" Isabelle asked.

"Yelling? Who was yelling?" Mr. Marks replied innocently.

"You were." Young Max said.

"When?" Mr. Marks asked.

"Just now." Isabelle said.

"Just now what?" Mr. Marks asked.

"You were yelling!" Young Max told him.

"I was?" Mr. Marks replied.

"Yes." Isabelle nodded.

"When?" he asked.

"Just now!" Young Max cried.

"Just now what?" asked Mr. Marks.

"The yelling!" Young Max shouted.

"Yelling? Who's yelling?" Mr. Marks asked.

"Uncle Gabe!" Isabelle sighed.

"Look if Mr. Tomashevski fired you I'm gonna march on in there and give him a piece of my mind! No body fires my fiance's Uncle before Christmas!" Young Max said ready to do just as he said. Mr. Marks stopped him and said,

"Oh you mean what you heard in there? He didn't fire me."

"He didn't?" Isabelle asked.

"He didn't?" Young Max asked.

"No...I'm retiring and moving to Florida. I was trying to convince the penny pinching old sob to promote you as the new stage manager Max my boy. He's a sadist who wanted to see how passionate I was that you were the right man for the job." Mr. Marks explained.

"Stage manager? Oh Mr. Marks thank you! Thank you!" Young Max said shaking his hand.

"Wait a moment...wait a moment...Did I hear you correctly? Did you just call my favorite niece, my only living relative your fiance?" Mr. Marks smiled.

"Yes. But Uncle Gabe what about Cousin Vinny?" Isabelle asked hugging her uncle's neck.

"He's dead to me. Certified Public Accountant. More like Certified Public A-hole..."Mr. Marks scoffed.

"Well guess he's not invited to the wedding..."Young Max replied.

"But isn't it wonderful Max proposed Uncle Gabe?" Isabelle asked.

"Wonderful! It's marvelous! It's absolutely marvelous! Max welcome to the family!" Mr. Marks said shaking his hand again.

"Thank you Mr. Marks. I'll be sure to take care of her." Young Max reassured him.

"Oh of course you will. That I have no doubt. And you must call me Uncle Gabe my boy! You must!" Mr. Marks replied.

"Oh okay sure...Uncle Gabe." Young Max said.

"Well new job...wedding plans...we have to celebrate! Let's go out for dinner!" Mr. Marks said.

"Oh we can't Uncle. We promised to help the sisters with the children pageant." Isabelle said.

"Well I'm sure the sister's won't mind if we take one night off, Izzy." Young Max said.

"Of course they won't! It's a special occasion! We'll phone them from the restaurant. Come! Come!" Mr. Marks said leading them down the stairs.

"Such a happy time." the ghost said to Max.

"Yeah...sure do miss that old man. He died a few years back. Funny...I forgot that he was the last man I ever trusted." Max said.

"And you have the girl of your dreams." the ghost said.

"I did." Max nodded.

"There was of course...another Christmas you had with Isabelle...some years later." the Ghost said. Knowing what she was talking about, Max looked up and said,

"Oh no Spirit...not that Christmas."

Before he could blink, Max was sitting in a cab, screaming as he watched the cab nearly collide head on with another car. He caught his breath and barked at the ghost,

"What are you trying to kill me?"

"Another year until our wedding Max?" Isabelle's voice asked. Max looked in the backseat and saw himself and Isabelle dressed to the nines. Max was wearing his producer's fedora and adjusting his black leather gloves.

"Not tonight Isabelle. After all it's the opening night of Bialyhoo's. Can't you just be happy for me? It's the first show I produced without Mr. Tomashevski help." Young Max asked.

"Max ever since Mr. Tomashevski took you under his wing and Uncle Gabe moved away you've changed." Isabelle said.

"Yeah I got more successful. So?" Young Max asked.

"So I want to be married to you Max. Because I love you. Isn't that enough for you anymore?" she asked.

"Look Isabelle, ever since Mr. Tomashevski took ill I've been trying to show him he's leaving his business in the right hands. That the investment he made in me hasn't been wasted. And that means I don't have time to plan a wedding." Young Max said.

"Then lets just go to city hall and get married! I just want to be with you Max. I don't need a wedding." Isabelle said wrapping her arms around his.

"And miss the chance to smooze investors? What are you crazy?" he asked.

"You want to invite your investors to the wedding?" Isabelle asked.

"Sure. Why not? They're our friends." Young Max said.

"Max they're not really our friends. A real friend is someone who stands by you, even when it's hard." Isabelle said.

"Sound familiar?" the ghost asked Max.

"Yeah...Leo...first real friend I've had since...well a long time..."Max said in thought.

"If something were to happen to you tomorrow...God forbid...they would abandon you. Dickie tried to be your friend but you kept pushing him away. And now he's gone and it's too late. Uncle Gabe writes you but you never write back. And lately...lately Max you've been pushing me away too." Isabelle went on.

"Look once the show's up and running we'll sit down and look at the calendar and set a date okay?" Young Max said.

"That's what you said at the opening night of the last show..."Isabelle sighed.

"Isabelle...not now." Young Max told her. She looked out the window at the passing streets, her eyes watery as she said softly,

"Yes Max."

"Nice going smart guy..."the ghost said to Max dryly. Max was too busy watching Isabelle softly cry to retort.

* * *

><p>The scene changed to backstage after the show. The cast of Bialyhoo's were taking their final bow while the investors began to swarm the backstage, clapping Young Max on the back and congratulating him. Standing off to the side and putting on her coat, Isabelle tried to call out to Max in vain,<p>

"Max? Max! If we hurry we can catch the last part of the children's pageant and help clean up."

"Sure babe. I'll catch up with ya." Young Max said distracted.

"You're not coming are you Max?" Isabelle asked.

"What?" Young Max asked straining to hear her over the crowd.

"Max...I can't do this anymore. I love you but..." Isabelle said.

"Sorry didn't catch that babe." Young Max replied.

"Listen to her you idiot..."Max said to his younger self.

"I said I can't do this anymore! I'm calling the engagement off." Isabelle said.

"Did I ask ya to?" Young Max asked his attention focused on the chorus girls smiling at him.

"In words no. But how am I to compete with...this?" Isabelle said gesturing to the world of glitz and glamour and show business.

"Listen I need to congratulate the cast. I'll be back okay?" Young Max said walking off. Watching him go, Isabelle stood there a moment, stunned and trying not to cry. She softly began to sing,

**_"May you be happy...may you be happy..."_**

"No...It can't end like this! Not again!" Max said shaking his head.

"**_May you be happy...with this life you've chosen..._**

**_I hope you're sure of this choice you've made..._**

**_Happy...may you be..."_** Isabelle sang a long tear running down her cheek.

"Stop it Izzy! Stop it! Get over here you jerk! You shmuck! Don't you understand you're about to lose the best thing that ever happened to you?" Max yelled.

"She can't hear you Max." the ghost told him gently.

"I can't lose her again. I can't! I won't!" Max said.

"How? I told you.

**_These are but shadows...these are but shadows..._**

**_these are but shadows...of the things that have been..."_** the ghost began to sing.

"Stop! No singing. Izzy! Don't take off the ring! Don't. Don't please..."Max pleaded watching helplessly as Isabelle took off the ring and set it gently on a nearby crate.

**_"They are what they are...you can't change them..._**

**_...so don't blame me..."_ **the ghost continued to sing as Max tried to grab the ring, but his hands just kept going through the crate like water.

**_"Don't blame me..."_**Isabelle sang.

**_"For the way things turned out..._**

**_Is not how we wanted it to end..._**

**_Maybe, not the way it should have been._**

**_But it's the way it is._**

**_And there's nothing..."_** they sang together.

"Nothing?" Max cried.

**_"Nothing we can change..._**

**_except what we change...now..."_** the ghost and Isabelle sang at once.

"No! I refuse to believe that! I have to do something. I have to stop her." Max said as Isabelle turned and headed out the stage door.

"You can't change the past Max." the ghost said.

"Watch me!" Max said going after her.

**_"I dreamed...of love everlasting..._**

**_and I thought...I found it with you..."_**Isabelle sang turning up the collar of her coat while Max tried snapping his fingers in front of her face.

**_"I prayed we'd be together for a lifetime!_**

**_And I thought...you prayed for that too."_** Isabelle sang while Max whistled loudly in her ear. She walked down the sidewalk not seeing Max's desperate attempts to catch her attention.

**_"Don't blame me..."_**

**_"These are but shadows!"_** sang the ghost as Max found a pair of cymbals and began to clang them together.

**_"For the way things turned out..."_**

**_"these are but shadows!"_** sang the ghost as Max began to bang a bass drum.

**_"Is not how we wanted it to end..."_**

**_"these are but shadows!"_**

**_"Maybe, not the way it should have been._**

**_But it's the way it is."_** Isabelle sang as Max got a pair of flags to wave them in front of her face.

**_I dreamed...of love everlasting..._**

**_and I thought...I found it with you..._**

**_I prayed we'd be together for a lifetime!_**

**_And I thought...you prayed for that too."_** Max and Isabelle sang together.

**_And there's nothing..._**

**_Nothing we can change..."_**Isabelle sang. Out of breath, Max paused when Isabelle did at the street corner. The snow was softly falling, the lamplight bright, and the nearby Christmas lights of a store giving a soft glow to her face. She looked behind her at the bustling theater. Max reached out to wipe the tear from her cheek, but his hand merely went though her face.

**_"Except...what we change...now..."_** Isabelle sang. Then she turned and walked away, and Max was too heartbroken to follow.

"I'm sorry Max." the ghost of Christmas Past said with empathy.

"Leave me!" Max spat at her. Then he fell on his knees and began to sob quietly. The snow swirled, the horses whinnied and the light of the street lamp engulfed them both.

When the light faded, Max opened his eyes and saw he was once again alone in his office, the dawn breaking over the city skyline.

"A dream? But...but it felt so real." Max said wiping away his stubborn tears. He got to his feet and ran for his desk, dumping out drawers. Finally, he saw it. Isabelle's engagement ring. Tarnished with age, but when he held it up to the light he saw the sparkle of the tiny diamond shine just as brightly as it did then. Resolve settling in, Max clasped the ring in his hand and went to his closet to change clothes. He didn't see Ulla knock cautiously on the door and let herself in.

"Mr. Bialyshock? Mox?" she called. Coming back out the other door, once again fully dressed, Max furrowed his brow and asked.

"Ulla? What are you doing here so early?"

His secretary slash-leading lady smiled. Normally she wouldn't come in until after eleven. When she and Leo had sex. But today plans were a little...different.

"Oh...Leo ask Ulla to get da payment fer the theater first ting in da morning." she said.

"Oh sure. I'll get it. Say um, Ulla? Do me a favor will ya? Call the operator and see if you can find this person's address huh?" Max asked writing down the name for her. She took it and read out loud,

"Isabelle Marks. Is she an actress Mox?"

"Uh no. Just someone I need to talk to." Max said kneeling before the safe.

"Okey dokey!" Ulla said brightly. She hummed a happy tune as she sat on the desk, crossing her long legs. That's when she noticed that for once, Max wasn't ogling her like he normally did. Like he had something else on his mind. She looked at the name and smiled to herself. Or maybe...someone.


	4. Act 3 The Ghost of Christmas Present

Max gulped as he looked up at the old catholic church. He hadn't been to church in a long long time. He was half convinced he was going to be struck by lightning the second he stepped through the doors. But checking the address again, Max softly muttered under his breath,

"Please don't let her be a nun...please don't let her be a nun..."

He took off his hat as he entered the old sanctuary. Remembering his mother always took a bit of holy water by the door, he did the same and crossed himself. That's when he heard something akin to angels singing.

**_"God bless the children..._**

**_god bless the animals too..._**

**_god...bless me and..._**

**_God bless you..."_**

**_"God bless the old..._**

**_God bless the young..._**

**_God bless us all..._**

**_and God bless us everyone."_**

Max saw a choir of children making the heavenly music. And directing them was Isabelle. Max breathed a sigh of relief seeing she was dressed in a dark green sheath dress with three-quarter length sleeves. Then he gulped realizing she hadn't aged a day. Yet here he was, twenty pounds heavier with a receding hairline. Perfect.

"Okay that's great guys! Good job. Now everybody go over to sister Agnes and get fitted for your costumes." Isabelle smiled clapping her hands together. The Reverend Mother smiled at the children as she passed them and said to Isabelle,

"This promises to be a wonderful pageant my child."

"Thank you Reverend Mother." Isabelle nodded.

"It seems it's already called to the heart of one lost soul already." Reverend Mother replied nodding towards Max. Isabelle looked and then did a double take, in total shock that standing there was the man who broke her heart all those years ago. Max gave her a nervous wave as she excused herself and walked up to Max.

"Hi..." Max said fussing with his comb over.

"Max...hi. How are you?" she asked.

"Good. Good. And you?" he asked.

"Good." she said.

"So...still helping out with the church Christmas pageant huh?" Max asked nodding towards the kids.

"Max. What are you doing here?" Isabelle asked.

"Oh you know. I was...in the neighborhood. And I've been thinking about you a lot lately...especially last night." Max replied.

"What happened last night?" Isabelle asked.

"I had this crazy dream...I'd love to tell you about it over a cup of coffee." Max offered.

"I have to get back to the kids." Isabelle said.

"Oh. Right." Max said disappointed.

"But maybe we could have lunch?" Isabelle suggested.

"Yeah? That'd be great!" Max exclaimed.

"Miss Isabelle? Are you almost ready to rehearse?" asked a small boy politely interrupting them.

"In a minute Timmy. I'll be right there." Isabelle smiled at him. The boy nodded giving Max an odd look.

"So I'll meet you at our usual place?" max asked.

"That depends. Do you remember our usual place?" Isabelle asked with a smirk.

"Ouch! Right to the heart and she twists the knife!" Max chuckled.

"It's great seeing you Max." she said squeezing his arm.

"You too. And it'll be even better when we meet for lunch. See you later." Max said. She turned away not seeing Max pump his arm and softly go,

"YES!"

He stopped seeing a nun give him a stern look. He chuckled nervously and tipped his hat.

"Sister..."

Then he ran out of there. Isabelle giggled at his antics. He almost seemed like the Max Bialystock she remembered.

"Who was that Miss Isabelle?" Timmy asked.

"An old friend. Come on kid. Let's get this show on the road." she said playfully kicking him in the butt.

* * *

><p>Back at Schubert's, Leo was wandering around backstage, asking everyone he saw,<p>

"Say has anyone seen Max?"

"Sorry..." said a showgirl shaking her head. He past Franz who was speaking on the phone in German to someone.

"Hanz...Hanz...juzt tell my mama I won't be home for Christmas...ja...ja I know...No notzing iz wrong...just...buzy..." he pouted.

"Have you guys seen Max?" Leo asked Roger and Carmen.

"No...thankfully." Roger said applying powder to his face in front of a mirror.

"I wonder where he is? It's not like him to be late." Leo said. The stage door opened and in strolled in Max whistling 'jingle bells'.

"Well...speak of the devil..."Carmen said teasing Roger's hair.

"Max where have you been?" Leo asked.

"I was...making a very important business deal. And I'll be going out to lunch to clench it. And hopefully you won't see me until tomorrow morning..." Max said pulling out his comb and a small jar of Brilliantine hair creme.

"But Max, what about the show?" Leo asked.

"You can handle it Leo. Just remember, five-minute breaks every four hours and ten minute lunch." Max said. Roger rolled his eyes, Leo sighed, but Carmen took the jar of Brilliantine and furrowed his pointed brow.

"Max have you been using this on your hair?" he asked.

"Yeah for fifteen years. Why?" Max asked.

"Max this stuff causes temporary hair loss." the hairdresser explained.

"WHAT?" Max cried looking at the jar's label.

"Yes...I use it on Roger to wax his legs. Don't worry. Once you stop using it the hair grows back. And very quickly at that." Carmen told him.

"NOW you tell me!" Max said chucking the jar in the garbage.

"Max, may I speak to you a moment?" Leo asked.

"No time Leo. I've got to run some errands for this deal." Max said replacing the hat on his head.

"Well may we walk and talk?" Leo asked.

"Okay what? What?" Max asked heading for the stage door.

"Well...I was thinking Max. The show would be so much better if we..." Leo said.

"Look Leo just do what you feel is best for the show, okay?" Max told him.

"Really? Whatever I feel is best?" Leo asked.

"Yeah yeah...so long as it doesn't cost us any money. Got to go pal!" Max said rushing out. Leo rubbed his chin in thought while Franz approached him and asked,

"Vhat's de matter? You look like you got some bad bratwurst."

"Franz...have you ever been on a secret mission?" Leo asked.

"Nein! I had notzing to do with dat azzignation attempt! Notzing!" Franz protested.

"What assassination attempt?" Leo asked.

"Uh...notzing..." Franz said.

"Never mind. Just do me a favor...keep an eye on Max. And don't let him see you. He's been acting so strange lately that I'm really worried about him." Leo said.

"You mean worried he'z doing something illegal...again..."Franz replied.

"Franz..."Leo began.

"Ja Ja okay. I'm going. I'm going!" he said heading for the stage door. He passed Roger who said to Carmen,

"I don't see why you told him about that hair creme. I just would have let him go bald."

"Well someone's being a real witch spelled with a b!" Carmen said.

* * *

><p>Later, Max was at Central Park. He checked his pocket watch, nervously waiting.<p>

"Max?" came Isabelle's voice. He looked and saw her approach, a smile upon his face. Which quickly dropped when he saw her with the kid from the pageant.

"Hi..."he said confused.

"Hi Max. We're not late are we?" Isabelle asked.

"No no...but um..."he began pulling her aside. "What's with the kid? I wanted to talk to you alone."

"Oh I'm sorry Max. But the orphanage asked that I walk Timmy back around two and since it was on the way..."Isabelle explained.

"Orphanage? You mean he's got no p-a-r-e-n-t-s?" Max asked.

"You know he can s-p-e-l-l right?" Timmy asked dryly overhearing them. Max laughed and said to Isabelle,

"Cute kid."

"I hope you don't mind." She asked.

"No no not at all. The more the merrier." Max said. Seeing he was hiding something behind his back, Isabelle asked suspiciously,

"What have you got back there?"

"Nothing. Let's find a hot dog stand huh?" Max said.

"It's flowers. And a box of chocolate truffles." Timmy replied looking around Max's back. Max jerked the presents away from him but it only allowed Isabelle to see them.

"White roses and chocolate truffles." Isabelle said with a betraying smile on her lips.

"For you...madame-moi-selle...uh...it is...still...madame-moi-selle...right?" Max asked hopefully.

"Yes...you're a hard act to follow Max Bialystock." Isabelle said taking the flowers and smelling them.

"Max Bialystock? The big Broadway producer?" Timmy asked excitedly.

"That's right son. The one and only." Max replied with pride.

"Thankfully." Isabelle quipped making Max quirk a brow at her.

"Wow! I can't believe my luck." Timmy said.

"Why? You seem a little young to be a playwright." Max said.

"I just turned ten." Timmy said.

"Playwright no. But Timmy is an aspiring songwriter." Isabelle explained.

"Oh he is?" Max nodded.

"Yeah! I got tons of songs. Miss Isabelle even put one in our play." Timmy said.

"Oh yeah?" Max replied.

"That song you overheard. 'God Bless Us Everyone'." Isabelle said.

"Oh yeah...that was actually pretty good kid." Max complimented the child.

"Really? Gee thanks Mr.. Bialystock." Timmy said as they walked along, not seeing Franz peek out of the nearby bushes with a pair of binoculars.

Approaching a hot dog stand, Max said to Timmy,

"Take your pick Hammerstein. It's on me."

"Thanks Mr. Bialystock." Timmy said.

"Max Bialystock is cracking open his wallet? Will I get swarmed with moths?" Isabelle cracked.

"I seem to recall someone saying you don't need money to have a good time." max replied handing the guy a five-dollar bill.

"Hmm...go find us a bench Timmy." Isabelle told him after he got his hotdog.

"Okay." Timmy nodded.

"Nice kid." Max said once he walked off.

"I seem to recall that someone would only buy me white roses and chocolate truffles if he thought he was gonna get lucky." Isabelle said softly. Busted and blushing, Max chuckled and replied,

"Well can't blame a guy for trying. Ah ha ha...What would you like? A hamburger or a hot dog?"

"I think you remember what I like..." Isabelle smiled. Doing a double take, Max smirked and told the vendor.

"She'll have the foot long."

Meanwhile, watching Max through his binoculars, Franz said to his pigeons Adolf and Hilda, which were sitting on his shoulders,

"Well I zink Herr Bloom doezn't have anytzing to vorry about. It seems Herr Bialystock has a hot date. Voof."

Franz pulled some feed out of his pocket to feed them, still watching Max and Isabelle. Adolf then looked around and saw that they weren't alone. Apparently the feed had attracted the attention of a squirrel.

"Coo?"

"I can't believe you still don't put anything on your hotdog!" laughed Max watching Isabelle take a bite of her plain hotdog.

"If it's made right, the hot dog doesn't need anything." Isabelle insisted.

"Not even a blob of mustard. It's so wrong." Max said as they sat at the bench where Timmy was finishing off his hotdog. He had a bit of bun left, so he asked Isabelle,

"Can I go feed the squirrels Miss Isabelle?"

"Yes just make sure I can see you." Isabelle nodded as she and Max sat down.

"Okay!" Timmy said rushing over to a few squirrels he saw near a trashcan.

"So...the only address I could find for you was the church. What are you living there now?" Max asked.

"Actually I am." Isabelle nodded.

"Uh...you're not becoming a nun are you?" Max cringed.

"No..."Isabelle laughed. "I'm saving up money for a house. The church pays me to be a secretary."

"Oh! But why do you have to save up money? I would have thought when your Uncle died..." Max began.

"But Max..."

"...he surely would have left you enough money to take care of yourself..."

"Max..."

Max didn't notice that Uncle Gabe was walking towards them, a bag of popcorn in his hands.

"I didn't even hear about a funeral! You could afford one couldn't you?" Max asked.

"Max, Uncle Gabe..."

"Oh Izzy I've been such a shmuck! The one man that really tried to be like a father to me and I ignore him and push him away." Max cried.

"Who was that?" Uncle Gabe asked.

"Gabe Marks..."Max replied.

"Oh..."Uncle Gabe shrugged munching on his popcorn.

"Max..."Isabelle said.

"Huh? GABE MARKS! OH JESUS ANOTHER GHOST!" Max yelled diving behind the bench.

"Where?" Uncle Gabe asked looking around.

"Max that's what I've been trying to tell you. Uncle Gabe didn't die. He moved back to New York a few years ago." Isabelle said.

"What? I heard you died." Max asked Uncle Gabe.

"No...last time I checked, I was still alive." Uncle Gabe replied. Then he checked his pulse. "Yup. Still ticking."

"Uncle Gabe look! Don't you recognize an old friend when you see one?" Isabelle said standing up and pulling her uncle closer as Max got to his feet.

"Max? Max Bialystock? Is that you?" Uncle Gabe asked.

"Yes sir Uncle Gabe. How the heck are ya?" Max asked shaking his hand.

"Well as I live and breath. I don't believe it. Max Bialystock...you dirty rotten B*#&#*!" Uncle Gabe yelled punching Max in the gut.

"OOF!"

"Uncle Gabe!" Isabelle scolded him.

"That's what you get! That's what you get for breaking my poor niece's heart and thinking of yourself! You selfish fat SOB!" Uncle Gabe yelled.

"I knew it was too easy..."Max huffed. Seeing Max in trouble, Franz gasped and stood up in the bushes,

"Hold on Max! Franz iz coming!"

"COO! COO!" Adolf and Hilda went poking him in the shoulders with their beaks.

"Vhat? Vhat is it? I have to help my buddy Max..."Franz asked turning around. He paled seeing a couple dozen squirrels surrounding him and eyeing his pockets full of feed.

"Uh oh..." Franz said.

"Uncle Gabe that's enough! Max has already apologized." Isabelle told her Uncle.

"How can you forgive him? How? After all he did to us? " Uncle Gabe spat angrily.

"Because it's Christmas." Isabelle smiled. Uncle Gabe sighed and calmed down to say,

"Oh I suppose you're right...After all...it is a time for forgiveness. For good will towards man. Peace on Earth."

"Good..." Max nodded.

"But if you hurt her again, I'll kick you're rotten head in." Uncle Gabe threatened.

"Good to see you again too Mr. Marks." Max said dryly. Handing her Uncle the box of chocolates, she told him,

"Why don't you ask Timmy if he wants a chocolate?"

"Oh Timmy's here? What a delightful boy! Where he is?" Gabe asked looking around. Isabelle turned him around and pushed him in the right direction.

"Oh there he is." Uncle Gabe said.

"Guess it's gonna be a while before he likes me again." Max said.

"He's just being protective Max. After all you did literally just come back into my life after fifteen years." Isabelle pointed out.

"Oh...I still have to get on your good side too don't I?" Max asked.

"Roses and candy don't fix everything Max." Isabelle told him taking a seat again.

"So what does?" Max asked sitting next to her.

"AAGGGHHHH!" Franz yelled in the background as the squirrels were chasing him. They looked behind them, but seeing nothing, they shrugged.

"Well...to start with...you can explain to me why you looked me up after fifteen years." Isabelle asked.

"I guess that's fair. Well it's like I told ya. I had this odd dream. It got me thinking about the past. About us." Max said.

"Oh. Then I guess my next question is are you still that same guy that ignored me and cares only about money and being the famous producer Max Bialystock?" Isabelle asked.

"AAAGGGGHHHHH!" Franz shrieked going the other way.

"Of course not. Listen, for one thing, I have a partner now." Max said.

"A partner? You?" Isabelle asked raising a brow.

"Yeah. His name is Leo Bloom. He used to be an accountant. But when he...told...me he wanted to be a producer...I figured, what the heck? I could use the help." Max said keeping the truth from her.

"Wow. That's violates Boris Tomashevski cardinal rule. 'You have to earn your place at the top!'" Isabelle said doing her best Boris impression.

"Well rules are made to be broken. Sure enough our first production 'Springtime for Hitler' was a big hit." Max said.

"Yeah...and you needed it after all those flops you produced." Isabelle said with a smirk.

"Oh...you heard about that huh?" Max asked.

"Actually...I have a confession to make. I went to any and every Max Bialystock produced play and musical ever since we broke up." Isabelle said.

"AAAGGGHHHH!" Franz screamed like a girl as he ran behind them again, the squirrels double in number.

"Really? Even the flops?" Max asked stunned.

"Even Funny Boy." Isabelle nodded.

"Why?" Max asked.

"Worrying about someone for so long is a hard habit to break. I still felt that I should be there. In case you needed me." Isabelle replied with a blush.

"Oh Isabelle...I never realized..." Max began as the music swelled romantically,

**_"I can't believe my luck,_**

**_I'm really a shmuck,_**

**_but here you are, you are such_**

**_a saint to put up with me..._**

**_Why did I ever let you go?_**

**_Was I blind or was I slow?_**

**_How could I ever show_**

**_how sorry I am and that I'll never know..._**

**_so what can I do_**

**_to make it up to you ?_**

**_baby we've got another chance..._**

**_for a holly jolly Christmas...romance."_** Max sang. With a flourish he got up from the bench and began to dance around her, bringing a smile to her face.

**_"We'll love and desire_**

**_we'll kiss under the mistletoe_**

**_we'll reignite that ol' fire_**

**_and baby I just need to know..._**

**_so what can I do..._**

**_to make it up to you..._**

**_baby we've got another chance..._**

**_for a holly jolly Christmas...romance..."_** Max sang holding out his hand to hers. He pulled her up and they began to waltz around the park. They danced down the sidewalk, they danced on top of the benches as they passed. They broke out into a jazzy tap dance, unaware that Franz ran by them again, screaming his head off at the attacking squirrels.

**_With snow falling in your hair_**

**_now we're getting somewhere..._**

**_yeah it's really unfair_**

**_that I can't show you how I care..."_** Max sang as he took her by the arm.

**_"So what can I do..._**

**_to make it up to you..._**

**_baby we've got another chance..._**

**_for a holly jolly Christmas...romance..."_**sang Isabelle.

**_We'll give each other packages wrapped up with twine_**

**_we'll hold each other till the end of time_**

**_With your eyes sparkling into mine..._**

**_so tell me my love, during Christmastime..."_**They sang together spinning and twirling around the park again. Max took a moment to catch his breath while Isabelle danced alone. He joined her again going for the big finish.

**_""So what can I do..._**

**_to make it up to you?_**

**_baby we've got another chance..._**

**_for a holly jolly..._**

**_holly jolly..._**

**_holly jolly..._**

**_holly jolly..._**

**_Christmas! Romance!"_ **sang the chorus as Max dipped Isabelle over his knee. They were laughing as Max set her upright. A laughter that died into sweet smiles as they gazed into each others eyes. Max was just tilting his head and closing his eyes when Uncle Gabe and Timmy ran up to them and interrupted the romantic moment.

"Hey Miss Isabelle!" Timmy cried with laughter. Max groaned and Isabelle stepped away with a blush.

"You've got to come see this. Squirrels are attacking some boob!" laughed Uncle Gabe.

"That's terrible!" Isabelle said.

"But it sounds pretty funny. Where?" Max asked looking around. Timmy pointed and Max looked seeing a figure fighting the squirrels while he rolled around on the ground.

"Why doesn't he just take off his coat? That idiot has all that birdseed in his pockets...and those pigeons can only fight off so many squirrels at once." Uncle Gabe asked with a laugh.

"Pigeons? OH! That idiot boob is my writer! FRANZ! Take off the coat!" Max yelled with recognition. He was about to run off and help him, but he ran back to Isabelle and asked,

"Dinner?"

"Lunch tomorrow?" Isabelle asked.

"I'll call ya!" Max cried rushing off.

"So Max Bialystock is back in our lives. This should be interesting." Uncle Gabe replied.

"Yes. Yes it should." Isabelle said smelling her bouquet of roses again.

* * *

><p>A few hours later found Max opening the theater doors for Franz, who walked in with both arms set in stiff casts, his coat mangled and over his shoulders.<p>

"Franz? What happened?" Roger asked.

"He had a bad run in with the squirrels in central park..."Max began to explain.

"SQUIRREL! VHERE!" Franz shrieked.

"No squirrels! Squirrels gone! Bad squirrels gone." Max reassured him. Franz began to blubber like a baby as he pouted.

"I need a cookie...

"Come along Franz. We got some in my dressing room." Roger said as he and Carmen guided the German Nazi along.

"Do you have any with sprinkles?" Franz asked.

"Oh yes! Pink and purple sprinkles!" Carmen replied.

"Okay..."Franz said with a sniffle.

"So...how does getting attacked by squirrels end up breaking both of his arms?" Leo asked.

"It doesn't. Slipping on ice and falling down the stairs to the subway on the way to the hospital to get a rabid shot does." Max told him.

"Ah..."Leo nodded.

"So how goes rehearsal? Any problems?" Max asked.

"Nope. We're all ready for the show tomorrow night Max." Leo said.

"Excellent." Max nodded.

"In fact we were just getting ready to rehearse the scene between Scrooge and the ghost of Christmas present." Leo said.

"Good! I'll sit in the back and watch." Max said.

"Right Max. Okay Roger?" Leo called walking down the aisle towards the stage.

"Yes Leo." Roger said coming back on stage as Carmen sat Franz down on a nearby piano bench, helping him eat his cookie.

"We're ready for the scene whenever you are." Leo said.

"Right-o! Alright people! Let's make some magic!" Roger called out clapping his hands. A tall muscle bound redheaded man in a dark green robe came out and sat down amongst the props of food onstage. Roger donned the spectacles and muttonchops that turned him into the immortal character of Ebenezer Scrooge.

"Settle, settle! And...action!" Roger called. The actor playing the ghost of Christmas Present laughed as Roger pretended to cower.

"Come in! And know me better man!"

As he watched in the darkened theater, Max folded his arms and felt his lids begin to droop. His head fell on his chest as he drifted off to sleep. He quickly snorted awake, only to frown when he saw the theater was dark and empty.

"Leo?" Max called standing to his feet. He looked into the dark, listening for any sign of his friends.

"Franz? Carmen? Roger? Leo! Where the heck is everybody?" Max asked getting spooked. Suddenly, a spotlight lit up, blinding Max, as laughter broke out from the stage.

"GAH!" Max cried covering his eyes. Blinking away the spots, Max looked up and saw a curvy petite redheaded woman with generous cleavage sitting on a crate and surrounded by chorus boys in green top hats and tails. She was dressed in a short red, fur trimmed outfit, like a sexy Mrs. Claus, with short green gloves, fishnet stockings and a red fur stole around her shoulders. She looked and saw Max and said in a sweet friendly and high-pitched voice,

"Hey there Bialy. Come on up and see me sometime..."

The chorus boys laughed at her Mae West impersonation while Max asked,

"Who...who are you?"

"I am the Ghost of Christmas Present." she said.

"Oh swell...more of this ghost business. Listen, The Ghost of Christmas Past..."Max began. Only to be interrupted by the sound of horses whinnying. He continued, "Uh...yeah...she did a pretty good job. I've made amends with Isabelle and I'm working on Uncle Gabe. What more do I have to learn?"

"Oh Bialy...Bialy...Bialy...Bialy...Do you really think your present life is that much better than your past?" the Ghost asked shaking her head and smiling.

"What's wrong with it? I'm a successful Broadway producer again. What more is there?" Max asked.

"What more is there? What about the way you treat your friends hmm? Your fellow man?" the Ghost asked putting a hand on her hip.

"What's wrong with the way I treat my friends? We get along great. Sure they're a little mad at me now because I'm making them work through the holidays..." Max began. The Chorus Boys gasped.

"What?" Max asked.

"Oh dear sweet simple Bialy. You really don't get what Christmas is about do you?" The Ghost asked hopping down from the crate and walking over to him.

**_""It's Christmastime! Christmastime! Christmastime!"_** sang the chorus boys as the music began to play.

**_"In 1959!"_ **sang the ghost.

**_"It's Christmastime! In 1959!_**

**_It's Christmastime on Broadway!_**

**_It's Christmas on the Great White Way!_**

**_And now we're here to say,_**

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Holidays!_**

**_Winter joy!_**

**_Happy Hanukah!_**

**_Stuff ourselves..._**

**_till we say oy!"_**

The chorus boys broke out into a joyous dance, their choreography spotless and in rhythm.

"**_The shops are crowded,_**

**_The streets are packed_**

**_Santa's drunk_**

**_34th street is whack!"_** sang the ghost as she danced along with the boys.

**_"It's Christmastime! In 1959!_**

**_It's Christmastime on Broadway!_**

**_It's Christmas on the Great White Way!_**

**_And now we're here to say,_**

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Holidays!_**

**_Winter joy!_**

**_Happy Hanukah!_**

**_Stuff ourselves..._**

**_till we say oy!"_**

The Ghost took Max by the crook of his arm and sang to him,

**_"Christmas...is a time of giving_**

**_though it drives us crazy..._**

**_some...times..._**

**_Christmas...is a time for family_**

**_is a time for friends..._**

**_Is a time for joy!_**

**_Christmas...is a time we treasure now..._**

**_Before it all ends..."_**

"AGH!" Max cried as the Ghost pushed him into the middle of the chorus boys who danced him around, spun him, kicked him and accidentally got in in the crotch during the jazzy instrumental break.

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Holidays!_**

**_Winter joy!_**

**_Happy Hanukah!_**

**_Stuff ourselves..._**

**_till we say oy!"_**

**_"Oy Oy Oy Oy, Oy Oy Oy Oy!"_** sang the company lining up to do a chorus line. They began to do high kicks with Max in the middle. The Ghost of Christmas Past crossed in front of the chorus line belting out,

"**_Kids are spoiled rotten,_**

**_Christmas joys!_**

**_Santa's coming!_**

**_With all the toys!_**

**_Families fighting!_**

**_It's the same as last year!_**

**_Uncle Mel is drinking!_**

**_Let's put him out on his ear!"_**

**_It's Christmastime! In 1959!_**

**_It's Christmastime on Broadway!_**

**_It's Christmas on the Great White Way!_**

**_And now we're here to say,_**

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Holidays!_**

**_Winter joy!_**

**_Happy Hanukah!_**

**_Stuff ourselves..._**

**_till we say oy!"_**

**_"Oy Oy Oy Oy, Oy Oy Oy Oy!"_** sang the Ghost and the company finishing the number.

"Oy..."Max groaned holding his head as he leaned on the cart.

"Wasn't that fun? Nice job fellas. Okay see you at the Afterlife Christmas Party! I'll bring the Spirits! Ah ha ha ha ha!" The Ghost laughed waving goodbye to her Chorus Boys as they took and bow and disappeared off the stage. Alone now, Max asked the Ghost,

"Look...I'm just not the kind of guy who celebrates at the holidays, okay? I never was. My ma couldn't afford it so I got used to Christmas just being another day. That doesn't make me a bad guy does it?"

"No...but not having any consideration for the people who do celebrate the holidays might. It's like...like...oh devil! Come on. Grab hold of my mink and I'll show ya." she said holding out her fur. Max cautiously raised a hand and after a moments hesitation, he grabbed hold. Luckily for him, the scene just faded around them and Max saw that he was in a familiar upper east side apartment.

"I know this place, Spirit. This is Hold Me-Touch Me's house." Max said.

"Yeah nice. If you're into Pre-Civil War." the Ghost quipped looking around the decor.

"Hey I like anything that screams 'Money." Max said.

"Yeah I know. That's why we're here remember?" the Ghost asked raising a brow.

"Oh yeah..."Max said.

"Now is it just me or is something missing from this picture?" the Ghost asked looking around.

"What?" Max asked.

"The decorations? She celebrates Christmas don't she?" the Ghost asked.

"Yeah she does...uh...oh there it is! There's her Christmas tree." Max said pointing to a small tabletop tree.

"Really? That's it?" the Ghost asked.

"Well obviously she doesn't care that much about it or there would be more stuff out." Max said. then they saw Hold Me-Touch Me come into the room, a Christmas gift in her hands and humming a merry Christmas tune.

"La la la, la la la...la la la la la!"

"I think she cares about it more than you think." the ghost smiled knowingly as Max watched Hold Me Touch Me sit on her couch and set the package under the tree adjusting the small bow. Her butler and driver Rodolfo came in with a trench coat over his arm and asked,

"Is there anything else you need of me today Ma'am?"

"No Rodolfo thank you. You go and be with your family for Christmas!" Hold Me-Touch Me replied standing up.

"Are you sure you'll be alright on your own?" Rodolfo asked.

"Oh yes. Now don't you worry about me. You go and be with those darling children of yours." Hold Me-Touch Me told him.

"It's just I don't like the thought of you being alone at Christmas. Are you sure you won't join me and my family for Christmas dinner? My wife would love to have you." Rodolfo asked.

"Don't you worry about me. Mr. Bialystock promised me that he would stop by on Christmas day and I don't want to miss him." Hold Me Touch Me said.

"Oy..." Max said.

"You forgot she invited you didn't you?" The ghost asked putting a hand on her hip.

"No. I didn't forget." Max said.

"Why not? The writer and the readers did." the ghost said breaking the fourth wall.

"It's just I'm not sure I trust Mr. Bialystock at times Madam. Sometimes he seems to be only interested in you for your money." Rodolfo said.

"Oh I know he is." laughed Hold Me-Touch Me.

"He is?" Rodolpho frowned. Max clutched his heart in panic.

"SHE KNOWS?"

"Of course! Oh why else would a handsome young man in his prime want an old bitty like me? But I pretend not to notice. I like the company. And Bialy reminds me of my late husband, Mr. Bucannan." Hold Me Touch Me said picking up a portrait of her husband.

"He does?" Rodolpho asked.

"I do?" Max asked.

"Sheesh, what is there an echo in here? Shush!" hushed the ghost.

"My Johnny was a character. One crazy scam after another. But I knew he had a good heart. Just like Maxie. Oh we have fun, but I won't mind if he finds some pretty young lady to settle down with. I just hope he remembers to drop by from time to time." Hold Me Touch Me stated.

"Alright Mrs. Bucannan. If you insist. But feel free to call if you need anything. Merry Christmas." Rodolpho told her putting on his coat and hat and opening the door.

"Merry Christmas!" Hold Me-touch Me smiled shutting the door after him as he left.

"Guess it wouldn't kill me to stop by for a few minutes." Max shrugged.

"Come on St. Nicholas. let's go before you start to feel really generous." The ghost replied sarcastically. They walked through a wall to find themselves on the street again.

"Hey, there's Isabelle...and that kid! Tommy?" Max said.

"Timmy..."corrected the ghost rolling her eyes. They watched Isabelle and Timmy walk up to a large brownstone, where a kind woman opened the door and asked,

"Well how was rehearsal today?"

"Great Mrs. Marley." Timmy smiled. He hugged Isabelle and said,

"See you tomorrow Ms. Isabelle!"

"Bye Timmy see you tomorrow." Isabelle said with a laugh in her voice. Timmy ran inside and up the stairs to which Mrs. Marley asked,

"So how was he at church?"

"As good as gold and better. He told me on the way back that he hoped people saw him and would be reminded that the Father adopts everyone." Isabelle said.

"Oh I'm so relieved. Timmy has improved so much since you've been taking him to church." Mrs. Marley said.

"Improved?" Max asked the ghost.

"Timmy used to get in trouble a lot. Fights and stealing and vandalism. He was headed down the wrong path until Isabelle encouraged his songwriting." the ghost explained.

"I'm still so concerned though." Mrs. Marley said ringing her hands.

"About what?" Isabelle asked.

"Timmy has noticed lately that when people come to adopt a child, they typically choose the babies and the smaller children. He's wanted a family for so long...he even asked Santa to bring him a mother and father for Christmas." Mrs. Marley explained.

"Oh dear..." Isabelle said.

"I'm afraid what might happen if he finds himself disappointed on Christmas day." Mrs. Marley said.

"Mrs. Marley, what about me adopting Timmy?" Isabelle asked.

"I would love that dear, but social services has already told us a single woman living in a church with her elderly uncle is not an ideal candidate for adoption. Not even for foster care. I just don't know what we'll do." Mrs. Marley said.

"Wait Uncle Gabe's living at the church too?" Max asked the spirit.

"Yeah. Boris never paid him that much to begin with, but when he moved back, he used most of his money to fix up the church. So now they let him stay there as a handyman of sorts." The ghost explained.

"Spirit...what will happen if Timmy isn't adopted by Christmas?" Max asked.

"That's more of the Future's gig. However if things don't change, I see Timmy sporting black and white strips behind iron bars." the ghost of Christmas present said ominously. Max gulped down a lump in his throat at the thought of that great kid and his own brief memories of prison.

"But so what? You get taxed like any other stiff and taxes go to prisons and welfare programs. So the poor can go there for a handout. Right?" the ghost asked throwing his own words back at him.

"What about Isabelle?" Max asked looking at the woman for who he had recently rediscovered feelings for.

"Come on Bialy." the spirit said pulling on his arm.

"Wait! you gotta tell me about Izzy!" Max protested as they vanished. Laughter was the first thing Max heard as they faded in. They were back a Schubert's, but instead of rehearsing, he saw the cast and crew on stage laughing and having a Christmas party.

"Hey! What are they doing? We have to get ready for the show tomorrow night!" Max cried.

"Oh relax Bialy and listen." the ghost said as they walked down the aisle.

"Ooh...Leo I can't thank you enough for throwing this little soiree so we can celebrate the holidays a little." Roger said.

"LEO!" Max yelled glaring at his partner. Not seeing or hearing his business associate cussing him out, Leo laughed and replied,

"You're welcome Roger. It was the least I could do since Max wants to get a jump on the new show. In fact...a toast. To Max Bialystock, the King of Broadway!"

"King of Broadway indeed..."Roger scoffed as the rest of the cast grumbled and muttered under their breath.

"Roger..."Leo began.

"Why if he were here I'd give him a piece of my mind! Making hard working people work on Christmas day and New Years! Right now the very thought of him makes my blood boil!" Roger huffed.

"Okay pal bring it!" Max said as the Ghost shushed him.

"Leo dear why don't you just tell him to lighten up?" Carmen asked.

"Well...he's the one that knows more about the business than I do." Leo said.

"Leo darling we all love Max, we really do. But we've been in this business just as long as he has. Max Bialystock is the only producer in town that makes people work twice as hard for half the pay. The cheapskate." Roger said.

"Look everyone...listen to me..."Leo began as the music began to play,

**_"I know Max can be cheap,_**

**_I know Max can be greedy_**

**_I know Max can complain_**

**_and be really really needy..."_**

"Needy? Look's who talkin'." Max replied folding his arms.

"Shush!" the ghost told him.

**_"But he's my best friend_**

**_the best one I've ever had_**

**_he's a great old cad_**

**_the best until the end..."_ **Leo sang as Max's expression softened.

**_"So what if he doesn't like Christmas?_**

**_Is that really such a crime?"_ **Leo asked in verse.

"YES!" replied the chorus.

**_"Not everyone can be jolly,_**

**_around this Christmas time..."_ **Leo sang.

"**_But he doesn't have to be..."_ **sang the company.

**_"A humbug!_**

**_A humbug!_**

**_a damper and drag!_**

**_A humbug!_**

**_A humbug!_**

**_a word that rhymes with toosh..._**

**_and add the word 'bag'_**!

"**_We know that he's your buddy_**

**_and most the time he's our buddy too..."_**Roger sang.

**_"But most the time he's a humbug true!"_** sang the company.

"Sometimes I wonder why...

**_Max doesn't get that twinkle in his eye..._**

**_when the Christmas season arrives..._**

**_what happened to him?_**

**_that would cause his opinion of Christmas be grim?"_** sang Leo.

**_"A humbug!_**

**_A humbug!_**

**_a damper and drag!_**

**_A humbug!_**

**_A humbug!_**

**_a word that rhymes with toosh..._**

**_and add the word 'bag'!_**

**_"We know that he's your buddy_**

**_and most the time he's our buddy too..."_**Carmen sang.

**_"But most the time he's a humbug true!"_ **sang the company.

**_"But I'll raise my glass in toast to his health!_**

**_Long life to him! Every happiness to him! And a Merry Christmas to him!"_** Leo sang raising his glass.

**_"Cause the cheapskate's already got the wealth!"_** sang Roger and Carmen.

**_"Got the wealth!_**

**_Got the wealth!_**

**_Got the, got the wealth!"_** sang the company.

**_"A humbug!_**

**_A humbug!_**

**_a damper and drag!_**

**_A humbug!_**

**_A humbug!_**

**_a word that rhymes with toosh..._**

**_and add the word 'bag'!_**

**_We know that he's your buddy_**

**_and most the time he's our buddy too..._**

**_But most the time he's a humbug..._**

**_Humbug!_**

**_Humbug!_**

**_Humbug!_**

**_A humbug true!"_**

As the music stopped and the crowd laughed, Leo protested,

"Now come on you guys...Max's not that bad."

"We're sorry Leo. You're right. Max just needs to learn about the magic Christmas can bring." Carmen said.

"And not the dollar signs..."Roger muttered under his breath.

"Yeesh...can you believe my friends think that way about me? I had no idea..." Max said to the ghost. Then he did a double take when he heard her singing,

**_"A humbug! A humbug! La La La dee dee dah!"_**

"Don't help me..."Max said sarcastically. Just then, Ulla came on the stage dabbing her eyes with a handkerchief.

"Ulla? Honey what's the matter?" Leo asked stepping forward.

"Oh...nothing...WAAAHHHH!" Ulla cried rushing off the stage.

"Ulla!" Leo called as he ran after her, leaving the cast to murmur and wonder in concern.

"Come on Bialy! Let's see what's going on!" The ghost said pulling max along.

"Agghhh!" Max shouted as the Ghost yanked him on his arm dragging him backstage. Max past Franz on the phone again, this time being aided by Shirley Marcowitz as he said,

"Ja vol Mama...Ja vol...nein...nein..."

"What's with Franz?" Max asked the ghost.

"Well since SOMEONE is making everyone work on Christmas day...and cut the Christmas bonus...Franz can't see his mom for Christmas cause he's busy and broke." The Ghost explained as she dragged him along.

"Oh..."Max said with guilt.

They found Ulla sitting in her dressing room crying, while Leo was trying to consol her.

"Ulla darling what's wrong? What did the doctor say?" Leo asked.

"Doctor?" Max asked confused.

"Shh!" the ghost said pulling out some popcorn to munch on.

"Da Doctor says dat...dat...oh Leo...da doctor say that Ulla and Leo might not be able to have a baby..." Ulla sniffled.

"Baby? They've been trying to have a kid?" Max asked in shock.

"Yeah. Tends to be the thing young couples in love try to do." the ghost replied dryly.

"Oh...well...don't worry Ulla. Miracles happen! And maybe one day we can adopt." Leo said.

"Adoopt? Vhat a funny vord. Vhat mean adoopt?" Ulla asked.

"Oh you know. It's where we take a child who doesn't have any parents from an orphanage and we legally become his or her parents." Leo explained leaning against the dressing room table.

"Oh! Dat sounds vonderful Leo! Ve can adoopt a child right avay! Just in time for Christmas!" Ulla exclaimed jumping up and reaching for her purse.

"Ulla...wait. There's a lot of paperwork...and adopting a child cost a lot of money." Leo said.

"Vell ve have money don't ve?" Ulla asked.

"Well..."Leo began scratching the back of his neck. Before he could reply, Roger, Carmen and Franz came in with envelopes in their hands.

"Oh Leo! Thank you, you darling man!" Roger said kissing Leo on the cheek.

"We just opened our Christmas bonus!" Carmen cried hopping up and down.

"Christmas bonus?" Ulla and Max asked at once. And while Ulla had a knowing smile on her face, Max was outraged.

"Ja! Now I can afford my doctor bills. Juzt wish I could afford to bring my mama over... Danka Heir Bloom!" Franz said.

"And you and Max said there wasn't gonna be a Christmas bonus this year. You big fibber!" Carmen said waving a hand and putting it on his hip.

"And tell Maxie no hard feelings hmm?" Roger said.

"Of course. It was no trouble at all." Leo said with a smile. When their friends left, Ulla looked at Leo and asked,

"Da money didn't come from da business did it Leo?"

"I couldn't let them go without a bonus Ulla. A lot of them depend on that money. And I couldn't take it from the business so...I hope you don't mind." Leo said.

"Oh Leo. I guess it just means ve'll have to vait a vhile longer to adoopt. I'm so proud to be your vife." Ulla cooed kissing him and hugging him close.

"He...he gave money out of his own pocket so everyone could get a bonus? And he shared credit with me?" Max asked touched by his partner's generosity.

"Yeah...and he sacrificed his chance to adopt a kid. That's some partner you got there Bialy."

"Gee...I never realized..." Max said.

"Time to go Bialy. My time grows short." the ghost said pulling him along.

"Where to now?" Max asked as they entered a foggy hallway.

"Now I have to leave. Our journey is over." the Ghost of Christmas Present said.

"So soon? But I've learned so much from you!" Max said.

"My time on this earth is very brief. But...there is still one last Ghost that will visit you tomorrow night.

"Oh right..."Max said.

"Expect him when the bell tolls one..." the Ghost said fading away in a flash of red and green glitter.

"Wait! Spirit! How do I get outta here?" Max asked.

"When the bell tolls...one..."the Ghost's voice said with an echo.

"Spirit! Hey! Wait for me!" Max said running after her.

"And may the Schwartz be with you..." the ghost's voice said.

"Spirit!" Max yelled.


	5. Act 4 The Ghost of Christmas Future

"Spirit! Spirit! Where are ya?" Max yelled.

"Bring!"

"Bring what? Spirit!" Max called.

"Bring! Bring!"

"Bring what?"

"Brring! Brring!" went the telephone.

"huh?" Max asked waking himself up. Looking around his office in confusion Max, looked to his ringing telephone and then rolled off the couch to crash on the floor.

"Geesh!" Max cried. " I hate plot holes...Hello?" he continued answering the phone.

"Max? Are you alright? You fell asleep on us last night." Leo said.

"I did? What time is it?" Max asked checking his pocket watch.

"Half past ten. We're waiting for you at the last dress rehearsal for A Christmas Carol." Leo said.

"Holy smokes! And I've got that date with Isabelle! I've got to call her!" Max cried.

"Max I'm worried about you. We had to get Irving to carry you home you were so out of it." Leo said.

"Who's Irving?" Max asked scrambling around his office for a comb.

"He's the Ghost of Christmas Past." Leo said.

"Oh no he's not! The ghost of Christmas part is a cute redhead with a big rack." Max replied.

"huh?" Leo asked.

"Never mind. Look...I'll be there soon but I won't stay long. Now I need you to get off the line so I can call Isabelle." Max said.

"Who's Isabelle? The redhead?" Leo asked.

"No! Isabelle is my long lost love that the Ghost of Christmas Past reminded me about." Max said checking the mirror on the wall, satisfied his hair was indeed growing back and growing in thicker.

"You mean Jack Lapedus? In the play?" Leo asked.

"NO! The real Ghost of Christmas past!" Max said.

"Huh? Real? Max what are you talking about?" Leo asked.

"I've gotta go..."Max said hanging up.

"But Max!" Leo said before the line went dead. Max was about to dial for the operator when the phone rang again. He groaned and answered,

"Leo! Get off the line!"

"Max?" Isabelle asked.

"Oh! Isabelle. I was just about to call you." Max said.

"Were you?" Isabelle asked.

"I swear I was. Are we still on for lunch?" Max asked.

"It's a date. I'll have to drop Timmy off on the way. Is that alright?" Isabelle asked.

"It's fine. He's a good kid. I'd like to keep it that way." Max said.

"Huh?" Isabelle asked confused.

"Forget it. Pick me up at the theater by...twelve thirty?" Max said looking at the clock.

"Perfect. And Max?" Isabelle asked.

"Yeah?"

"I can't wait." Isabelle told him warmly.

"Neither can I." Max replied with a smile.

"See you soon. Bye." Isabelle said.

"Bye." Max said. Then, knowing what the reader is thinking, Max looked up and said,

"I know. I know. That ghost of Christmas future is suppose to come get me by one. But he can't come get me if I'm not alone can he? Hahaha!"

He laughed all the way into his closet where he decided to take his time to pick out the perfect suit to wow Isabelle with.

* * *

><p>An hour and a half later, Leo was watching finale dress rehearsals but nervously he kept checking his watch. It was fifteen minutes past noon. Where could Max be? Suddenly his partner strolled into Schubert's theater whistling a happy tune flowers and candy under his arm.<p>

"Max there you are. I was worried about you." Leo replied.

"Don't be. How are things going?" Max asked.

"Perfect. We'll be ready for the show tonight Max." Leo said.

"Excellent." Max said.

"Max what's going on with you? these last three days you haven't been yourself." Leo said.

"Oh yeah? then how have I been?" Max asked.

"Well...almost...happier..."Leo said.

"It's the hair growing back in. See! There's no bald spot anymore." Max said taking off his hat to show his partner.

"That's great Max. But when you don't seem happy you're falling asleep at the drop of a hat." Leo said while Roger called a break.

"Don't worry buddy. Just a little tired. Haven't been sleeping well lately. Indigestion. Listen all I need is a little rest and I'll be fine." Max said replacing the hat on his head.

"Rest? Like...having all day Christmas off to rest?" Leo hinted.

"Nice try." Max said.

"but Max!" Leo protested.

"Don't but Max me Leo. I told ya. We need to start rehearsal for Le Red Windmill." Max said.

"So you're still going through with it?" Leo asked.

"We're still going through with it." Max said getting annoyed.

"But Max I feel that..." Leo began.

"Look! Who knows more about the business?" Max barked.

"I'm beginning to wonder. After all before me you were the King of Flops!" Leo yelled as everyone began to listen to them argue.

"How dare you! Before me you were a scared little mouse afraid of his own shadow!" Max shouted back, not seeing Isabelle and Timmy stepping in the doorway.

"FAT!" Leo shouted.

"Not this again..."groaned Max.

"What's all the ruckus fellas?" Roger interrupted.

"Just a slight disagreement. Get back to work." Max said.

"A slight disagreement? Max you're taking advantage of our friendship to make a buck. But you can't keep treating people this way." Leo said.

"So I've heard. But Max Bialystock is the King of Broadway for a reason. And if the King of Broadway says we're gonna work on Christmas we're gonna work on Christmas. Capeese?" Max said.

"Work on Christmas? Max how could you?" Isabelle interrupted.

"Isabelle!...uh...this isn't what it looks like." Max began.

"It looks like you're making people work on Christmas Day." Isabelle glared at him.

"Okay it's exactly what it looks like." Max sighed.

"But it's not all bad Fraliene...After all Heir Bialystock doesn't even know Heir Bloom used his own savings for the Christmas Bonus." Franz said. Carmen and Roger each put a hand to their chests with a gasp as Leo cried,

"Franz!"

"And why would Mr. Bloom have to use his own savings for the Christmas Bonus?" Isabelle asked as Max was shaking his head furiously at Franz, who simply replied,

"Oh because Heir Bialystock is too cheap to pay for the bonus out of business."

Isabelle gasped while Roger fainted into Carmen Ghia's arms.

"You haven't changed at all Max Bialystock. You're still the same selfish greedy so and so you always were!" Isabelle told him.

"You idiot! I'm glad you're Fuehrer is six feet under!" Max shouted at Franz who gasped, his lip beginning to quiver.

"Hey Mister Bialystock, it's not nice to call people names!" Timmy said.

"Oh what would you know about it you Juvie?" Max asked.

"Max! Don't call him that! I brought him here because I wanted to show him a real Broadway theater." Isabelle said.

"Well here you are! Take a good look before you end up in the slammer kid." Max said sarcastically. Timmy glared at Max and then kicked him in the shin before running out of the theater.

"OW!" Max cried hopping up and down on his foot and holding his leg. Then Isabelle stepped forward and slapped Max across the face.

"Lose my number Max. In fact...don't even think about me again." she told him coldly before turning and running out of the theater calling,

"Timmy! Timmy!"

"Izzy! Isabelle wait a minute! OH Franz you moron! Because of you I've lost the best thing that ever happened to me...again! Isabelle wait!" Max cried running after her. But not before smacking Franz's broken arms with his hat.

"OW!" Franz yelled in pain.

"Max!...sigh...forget it Franz. Max just said that in anger. He's the one that messed himself up." Leo told him.

"How can you still defend him after he'z been so mean to us?" Franz asked.

"Because. He's still my friend." Leo said sincerely if not disappointed in said friend's behavior.

* * *

><p>Meanwhile, Max chased Isabelle out of the theater calling after her,<p>

"Isabelle! Wait! Izzy I can explain!"

But that's when he noticed the cold icy chill in the air. He looked up seeing the sky black as night. As black as the lights on Broadway that was eerie in the city that never sleeps.

"What the? It's the middle of the day." Max said checking his pocket watch. then it was his turn to gasp. The hour struck fifteen till.

"Whew! For a minute there I thought the writer was going to make it one o clock." Max said to himself. Little did he know that the writer had heard his plans a few paragraphs back to avoid the ghost by going on his date with Isabelle. And there was now little he could do to stop the writer from making the third and final ghost come early.

"Say what?" Max said nervously as he overhead the narration. The wind picked up. Fog rolled in around his ankles. Max felt a presence behind him. He looked behind him and gasped in terror. There was a floating figure in a black shroud, the edges of it's volumous cloak tattered like cobwebs.

"Nice alliteration." Max said to the author. Then the figure in black pushed back her hood, revealing a beautiful black woman in a strapless black ball gown and long black opera gloves. A black rose was tucked behind her ear.

"Wow...uh...Ghost of Christmas Future Right?" Max asked.

The Ghost nodded and hummed with attitude,

"Hmm-hmm!"

"I'm not dreaming am I?" Max asked.

The Ghost shook her head and hummed,

"Hmm-hmm!"

"Of course." Max nodded. Then he sighed and said,

"Okay...let's get this show on the road."

The ghost began to turn, but instead of walking forward, Max walked backwards.

"So long sucker. My future is Isabelle." Max muttered under his breath. Then he collided with the Ghost who had her arms folded and a scowl on her face.

"Oh hell no!" the ghost exclaimed as Max did a double take trying to figure out how she got behind him so fast.

"I did not leave my dressing room to miss the last fifteen minutes of Once Upon a Time for you to worm your way outta this!" the ghost said.

"Hey! You're not suppose to talk!" Max protested.

"Like I could keep quiet after all you've done. Max Bialystock it's time for you to see what your future will be like if you don't change your ways." The ghost said.

"What? But I've already changed!" Max said.

"In actions concerning how good you look to Isabelle maybe. But after that little spectacle you made of yourself in there you need a wake up call to change your heart. Come on!" the ghost said grabbing his wrist and yanking him across the street.

"Agh!" Max grunted.

"Boy you're lucky I got that show on DVR..."the ghost huffed as they walked down the street.

"Where are we going?" Max asked.

"Here." the ghost said stopping in front of Sardis's.

"Why are we stopping here?" Max asked.

"Welcome to the Future Max Bialystock." the ghost said. Then the lights inside the restaurant lit up and Max saw a crowd having lunch.

"Oh my god...There's Roger and Carmen. They look so much older." Max said seeing the pair toast each other with cosmopolitans. Roger had more flex's of gray in his hair while Carmen Ghia had let his hair turn snow white.

"Great...now I'm reminded about the show I'm missing..."the ghost muttered.

"So when did he die?" Carmen asked.

"Last night I believe." Roger said.

"Such a shame. Did he have any money?" Carmen asked.

"Well if he did he didn't leave any to me." Roger said.

"Okay wait a minute. I get it. This is the part of the story where they're hinting that I'm dead and I'm suppose to catch on last right?" Max asked the Spirit.

"Maybe. But aren't you normally here this time of day?" the Spirit replied.

"Playing coy huh? alright I'll play along. I am usually at Sardis's for lunch. Where's Leo? He's usually here too." Max said looking around. The Ghost snapped her fingers and the Schubert's Theater sign lit up across the street. Max looked at the Marquis and read out loud,

"Bloomin' Follies of 1969? Produced by Leo Bloom...Where's my name? Surely even if I was dead Leo would keep the name of the company the same."

"Not if you dissolved the partnership." the Ghost replied.

"What?" Max asked.

"Mr. Bloom! Mr. Bloom!"

Max turned his head seeing his partner surrounded by newspaper reporters. Ulla was on his arm, looking like a knockout like always, but Leo had grown an impressive graying beard.

"Mr. Bloom, is it true what they say about Max Bialystock is true?"

"My partnership with Max Bialystock dissolved a long time ago. I haven't heard from him or anything about him since." Leo replied.

"But isn't it true that it dissolved right after the entire cast and crew walked out on him after the one and only performance of 'A Christmas Carol' in 1959?" one reporter asked.

"Yeah even Franz Liebkind disappeared without a trace." another added. Max looked to the spirit who nodded solemnly.

"Mr. Bialystock and I had a difference of opinion regarding the Christmas bonuses and union conditions yes." Leo said.

"And isn't it true that after that, Max Bialystock was left scrambling to find a replacement cast and crew for the production of the biggest flop in history 'le Red Windmill?'. another reporter asked.

"What? It flopped?" Max asked.

"Yes Le Red Windmill did flop. Which is a shame because I thought it was a great idea for a show. But it needed time to get it right. But Max was determined to get it out by the New Year. Before it was ready." Leo said puffing on his cigar.

"Is it true that now they're calling you the King of Broadway Mr. Bloom?" another reporter asked.

"Gentlemen. To me...Max Bialystock will always be the King of Broadway. No more questions." Leo said.

"Mr. Bloom! Mrs. Bloom!"

"Mr. Bloom!"

"Dat vas sveet of you to say Leo..."Ulla told her husband.

"I wouldn't be who I am without him dearest." Leo said.

"Are ve still going to da benefit for da hungry children Leo?" Ulla asked.

"Yes dear. I know how important it is to you to support causes for children. Since we never got a chance to have our own." Leo replied.

"Ja. First ve never had da money...den ve didn't have da time. If only you vere still partners with Mox so you vouldn't have to vork so hard." Ulla said.

"That ship has sailed my dear. You can't change the past." Leo sighed puffing on his cigar.

"Gee...I didn't think about that. The only reason Leo and Ulla had a chance to think about starting a family was because I shared in the work." Max said.

"Hmm-hmm..."the Ghost nodded folding her arms.

"STOP! POLICE!" came a shout from down the street followed by a whistle. Max looked up seeing a tall skinny teenage boy be chased down by two beat officers. They slammed him into a nearby-parked car and began to handcuff him. One policeman said,

"End of the line Tiny Tim."

"Yeah no more juvenile hall for you. Now you're going straight to Sing Sing." his partner said.

"Great! I always loved music!" Tim spat with hate and sarcasm.

"Wait...that's Timmy?" Max asked as they took him away.

"Hmm-hmm...After you made him run away from the theater, he gave up his dream to be a songwriter and became a career criminal instead." the Ghost told him.

"But...but what happened to Isabelle! She'd never let that happen." Max said. The wind picked up again, making Max shut his eyes. When he opened them he saw they were in a graveyard. And there was Isabelle, praying before a gravestone, dressed in a traditional nun's habit.

"Oh man...she became a nun?" Max asked.

"Hmm-hmm...and she took a vow of silence, so she couldn't talk to Timmy about the road he was taking." The ghost said as Sister Isabelle crossed herself and stood to her feet.

"But that's my grave she's praying over right? So some part of her must still love me!" Max asked. But when Isabelle stepped away, Max read the name on the headstone. Gabriel Marks. Beloved uncle and crazy old coot.

"Oh no...Uncle Gabe..."Max said kneeling before the grave.

"Come on." the Spirit said.

"Wait a minute. Isn't this the part where you point to my grave so I can see I die alone and un-moarned?" Max asked.

"Not exactly." the Spirit said as the scene shifted around them to a law office with floor to ceiling books. A old lawyer, a stranger to Max, was sitting at the old oak desk, his feet propped up and he was leaning back in his chair, puffing on a cigar. Across from him was a voluptuous blond powdering her nose. But unlike Ulla who had an approachable innocence, this woman had cold calculating eyes and a greedy smile.

"So how goes our scheme my dear?" the lawyer asked.

"I've got the fat old dummy wrapped around my little finger. It's only a matter of time before he asks me to marry him. Then he'll tragically...but expectantly die in his sleep." the blond smirked.

"Leaving you the Merry Widow! Perfect...I've waited twenty years for that money Baby. Why that stupid ol' bat Mrs. Bucannan left her money to him I'll never know." the lawyer said getting to his feet to pace.

"Same reason he'll leave the money to me. Because the idiot thinks someone like me could care for an old fart like him." the blond laughed as the lawyer joined in her wicked merriment.

"Spirit? Who are these horrible people? What do they have to do with me? Please tell me or I'll never get that terrible conversation out of my head." Max pleaded. Without a word, the Spirit snapped her fingers and Max found himself in a rich park avenue apartment. Where he saw a hunched over old man in a wheelchair looking out the window. The Spirit silently pointed to the old man.

"Wait a minute...before I look...tell me. This is just like a Christmas Carol right? I can be reformed like Scrooge can't I?" Max asked. The spirit didn't say anything. She just kept pointing to the old man. Max took a tentative few steps forward then asked,

"Can't you even tell me if these are the shadows of things that will be or may be?"

The Spirit merely kept pointing to the old man. Max's face contorted in fear and his eyes began to tear up. He slowly walked up to the old man but not before saying,

"Even Matthew Maconaghy got a straight answer from his Ghost of Girlfriend Future!"

Finally he reached the old man and walked around the wheelchair to see his face.

"Oh god...it's me!" Max sobbed. Twenty pounds heavier with his pants up to his armpits, Old Max's wrinkled face was sad and lonely. He kept drifting off to sleep and his old producers hat has cocked back, with his snow-white hair falling into his eyes.

"No friends. No family to love you. No Isabelle. No fame. No respect. At least you're rich. And...you still have your hair." the Ghost said folding her arms.

"Please Spirit! I'm not the man I was. And I'm not just saying that because that's what the author wrote! I really mean it! I know now Christmas isn't about what I can get but...it's about what I can give! It can't end like this Spirit. I don't want to be alone!" Max cried.

"Well you still have Bambi..." the Ghost said cryptically.

"Who's Bambi?" asked Max fearing the answer. Just then the door opened and in walked the conniving blond from the law office. She smiled a fake smile and called out,

"Bialy Baby! Mummy's back!"

"No! No Spirit!" Max cried as he watched himself look up and softly ask,

"Sweetness can we please play one dirty little game today?"

"Maybe later. Mummy's tired. I think I'll go see what's on TV." Bambi said putting down her purse and walking out of the room, not even bothering to give Old Max a second glance.

"Ok..."Old Max said resigned.

"Please Spirit! Please don't let it end like this!" Max begged getting on his knees before her.

"It's not up to me Max Bialystock. You're the one that needs to..."the Spirit began as Max looked up hearing a piano began to play. An organ joined in as the scene around them faded to black.

**_"Change!"_** sang a all black gospel choir that appeared out of the darkness.

"**_Change...your habits and your mind..."_**sang the Ghost.

**_"Change!"_ **sang the choir.

**_"Change...your heart and you will find..."_** sang the Ghost.

**_"A new perspective...a new point of view..."_** sang the choir.

**_"A new way of doin' thangs..."_**sang the Ghost putting a little soul into it.

**_"It's...all...up...to...you!"_** the choir sang as the tempo picked up and they began to clap to keep the rhythm.

**_"It's up to you! It's up to you!"_** sang a heavyset soloist.

"**_Tis the season for the reason..._**

**_there ain't no time like now!"_** sang the Ghost.

**_"Oh oh oh!_**

**_If you find the courage..._**

**_you can change and how!"_ **sang the choir.

"**_It's all about giving..._**

**_your money and your time..."_ **sang back the Ghost.

**_"And you'll get back joy..._**

**_this merry Christmastime!"_ **sang the choir.

**_"Change!_**

**_Change...your habits and your mind..._**

**_Change!_**

**_Change...your heart and you will find..._**

**_A new perspective...a new point of view..._**

**_A new way of doin' thangs..._**

**_It's all up to you!_**

**_It's up to you! It's up to you! It's up to you!"_ **sang the Ghost and the choir together. the music swelled and changed to a 90-piece orchestra.

**_"I see it all so clearly..._**

**_and now I'll hold Christmas dearly_**

**_and I'll keep these lessons near so they last..._**

**_Those precious lessons of Christmas future...present and past!"_** belted out Max. Everyone looked around in confusion when they heard a horse whinny. They looked to each other and shrugged as they picked up the chorus.

**_"I just need a chance!"_** sang Max.

**_"You can change!"_** sang the Ghost clapping along.

**_"Your habits and your mind..."_** sang the choir starting to circle around Max and the Ghost.

**_"One more chance to get it right!"_ **sang Max.

**_"You can change!"_** sang the Ghost.

**_"Your heart and your mind!"_** sang the choir lifting Max up on their shoulders.

**_"I can change!"_ **sang Max.

**_"You can change!"_** sang the ghost.

**_"A new perspective...a brand new point of view..."_**sang the choir.

**_"I'll hold Christmas near...and celebrate it all the year!"_** Max sang with a promise.

**_"A new way of doin' thangs! It's up to you!"_** sang the Ghost and the choir.

**_"It's up to ME!"_** sang Max.

**_"It's up to you!"_** repeated the choir.

**_"To change my habits and my mind..."_** sang Max.

**_"It's up to you!"_**

**_"To change my heart so I can find..."_ **sang Max.

**_"JOY TO THE WORLD!"_ **sang the choir as the music paused.

**_"A new way of doin' thangs!"_** sang Max putting a little soul into it.

**_"It's...all...up...to...yooouuuu!"_** sang the Ghost holding out on the final note.

**_"It's all up to you!_**

**_CHANGE!"_** sang the Choir suddenly dropping Max.

"AAGGGHHHH!" Max cried as he kept going, tumbling down, down down into the darkness.

* * *

><p>"Max?"<p>

"No! Spirit wait! I'll change! I'll change! Just give me another shot Spirit! It's up to me remember?" Max pleaded closing his eyes.

"Heir Bialyztock?" came a familiar voice as Max felt an nudge on his shoulder. Max opened his eyes and sat up amazed. He was back in his office! The couch was his own! the desk was his own!

"I'm home..."Max said in awe.

"Heir Bialyztock? Are you alright? Heir Bloom asked me to get you. The show starts in two hours." Franz asked looking down at him.

"Franz! You're here! You didn't disappear!" Max said climbing up on the back of the couch and grabbing him by the leather lapel.

"Last time I checked." Franz shrugged.

"HA HA HA! That's marvelous! What day is it?" Max laughed practically giddy. they looked up when they heard a clock chime the hour. Franz looked at the wristwatch strapped over his cast and replied,

"It's six o clock...Christmas Eve..."

"Christmas eve! then I haven't missed it! the spirits did it all in three days! Of course they did!  
>They said they would!" Max laughed. Franz leaned forward and sniffed Max.<p>

"What are you doing?" Max asked.

"Smelling for schnapps." Franz replied.

"Oh I'm not drunk you hilarious Nazi you! I'm as happy as an angel! I'm as giddy as a schoolboy! Wah-hoo!" Max declared jumping off the couch and dancing around the office.

"Boy Heir Bialyztock you really flipped your wig..." Franz said shaking his head.

"Franz! Franz! You got any of that food leftover from the Christmas party yesterday?" Max asked heading towards his safe. Growing scared, Franz asked,

"Vhat Chriztmaz party yezterday afternoon at 2 pm?"

"Never mind. I have so much to do! I need to go to the local deli...go buy everything they got left! And go to Sardis's! Buy champagne! Buy wine!" Max said pulling out stacks of money and stuffing it in Franz's pockets.

"Vhat? You...are zpending money like der iz no tomorrow?" Franz asked stunned.

"You never know Franz. Every day could be your last. So we all need to make sure it's a good one. And I'm gonna throw the cast the best Christmas party ever! Oh and Franz...I need you to go to this address and give these tickets to a Miss Isabelle Marks and tell her she and the kids are all invited to the show...but don't tell her who sent the tickets huh?" Max said tucking the stack of tickets in his front breast pocket and putting the address in Franz's mouth. Franz looked down at it cross-eyed and mumbled,

"Fer Free?"

"Of course for free! It's Christmas after all! Of and Franz...take this money and I want you to buy your mom a plane ticket so she can come see you for the holidays." Max said tucking a stack of money in his pocket.

"You...you mean dat?" Franz asked surprised.

"Ja vol! It's my Christmas gift to you, big guy." Max said.

"OH! Ackduliber! I can't wait to tell my birds! Oh Danka Heir Bialyztock! Danka! Und Frohe Weihnachten!" Franz exclaimed happily.

"Frothy...Weiner-knocker..." Max muttered back, trying to repeat the sentiment.

Franz automatically went to shake Max's hand, but since both of his arms were frozen before him, he struggled for a way to do it.

"Oh forget it buddy! Come here!" Max said pulling Franz close and giving him a hug.

"Oof! Oh...I don't know vhat got into you Heir Bialyztock but I like it!" Franz said.

"Christmas got into me! Now go go! We've got a lot to do!" Max urged him.

"Ja Vol!" Franz said clicking his heels in salute. But as he went to turn, he hit his arms on the wall.

"OW!" he cried in pain.

"Oh! Easy, easy..."Max said helping him out the door.

"Not qwuite used to dis yet..."Franz muttered stepping carefully out the door...only to hit his arms again.

"OW!" he cried. Max winced as he shut the door but getting back to the matter at hand, Max rubbed his hands together and exclaimed,

"So much to do...I better get all those kids some toys too. And a special surprise for Timmy. Yeah!"

But first he went to his closet to change. He came out a moment later in his red three-piece suit. He put on his hat and coat and left, eager to start his life anew. But the thing that made Max happiest of all was that his life lay before him and it could be changed.

**_"I never knew...how much joy a heart could hold_**

**_It's better than gold..._**

**_and in this world so old..._**

**_I find I'm not so cold..." Max began to sing as he went down the stairs._**

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Hanukah,_**

**_peace and joy to you!_**

**_I'm happy for the holidays..._**

**_who knew?"_** Max sang as he came out on the street and greeted everyone on the street, from young to old, gentile to Jew, chicksa to Jewish princess.

**_"Now I know_**

**_Christmas can be everyday,_**

**_And I'll always try to live this way..._**

**_till the day I die!"_** Max sang entering the deli and ordering every last thing in sight, handing the ecstatic owner a pile of money as he left.

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Hanukah,_**

**_peace and joy to you!_**

**_I'm happy for the holidays..._**

**_who knew?"_ **Max sang as he crossed the street tipping his hat to the police officer directing traffic.

**_"But who knew?_**

**_I could be in such good spirit?_**

**_Did you know? did ya hear it?_**

**_Turns out I'm a pretty nice guy!"_** Max sang entering Sardis's and ordering entire crates of Champagne and wine and cider.

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Hanukah,_**

**_peace and joy to you!_**

**_I'm happy for the holidays..._**

**_who knew?"_ **Max sang leading the deli workers and the waiters from Sardis's out to the streets and dancing his way down to the theater.

**_"And I'm ready..."_** sang Max entering the toyshop and buying everything in sight.

**_"He's ready!"_ **sang everyone following him.

**_"I'm ready to let people in..._**

**_and I'm ready..."_ **sang Max paying the toy shop owner who fainted at the sight of all that money.

**_"He's ready!"_** sang the toy shop owners wife as she tried to revive her husband. Max left the shop and sang,

**_"To let someone in my heart..._**

**_and let love begin..."_**

**_"And let love..._**

**_and let love..._**

**_and let love begin..."_** sang the people following Max while he slowed past a jewelry store and admired a glistening diamond ring.

"**_Aaaggggaaaaaiiiiiinnnnnnn..."_** Max belted out entering the shop while the chorus sang,

**_"Merry Christmas!_**

**_Ring the bells!_**

**_Merry Christmas!_**

**_Sing Noel!_**

**_Happy Hanukah,_**

**_peace and joy to you!_**

**_We're happy for the holidays..._**

**_who knew?"_**

* * *

><p>"Have you seen Leo?" Ulla asked amidst the chaos backstage. A stagehand pointed to some backdrops where Ulla found her husband frantically rubbing his blue blanket against his chin with a nervous expression on his face.<p>

"Leo?" Ulla asked gently.

"GAH! Ulla!" Leo cried with a jump.

"Leo, why you need blue blanket now hmm?" Ulla asked, careful not to touch her husband less he go into one of his attacks.

"Fifteen minutes before curtain...and Max isn't here...I've never opened a show without him...And Franz left hours ago...I can't do this on my own!" Leo said his voice rising higher and higher in volume.

"Oh Leo...it's alright..." Ulla cooed with a smile as she gently pulled him into her arms.

"AGGHHH!" Leo blubbered into her shoulder.

"Dere Dere..." Ulla said.

"Where? Where?" Leo asked.

"Everyone is vaiting for Leo to say something." Ulla said. Taking deep breaths to calm himself, Leo pulled away and nodded,

"You're right. You're right. I should get out there."

"Right." Ulla nodded. When he didn't move, Ulla asked,

"Vhy are you vaiting?"

"Too scared. Can't move. Ulla? Can you carry me?" Leo asked. She nodded and effortless pick up her husband and carried him out to middle of the waiting company. Running his blanket through his fingers Leo spoke up and said,

"Attention everyone...I know Max normally does this...but he hasn't been himself lately...so I just wanted to wish everyone..."

"DON'T say it!" Roger cried interrupting him. Realizing he was about to say 'good luck', Leo corrected himself and said,

"To...break a leg!"

The company sighed in collected relief and just as Leo was about to let them go, he heard a familiar voice demand,

"HOLD it!"

The company parted for Max and gasped in worry seeing the scowl on his face. He came up beside Leo who gulped and asked,

"Hi...hi Max? Anything wrong?"

"Yes Leo. There is something wrong. Do I or do I not always say something before the curtain goes up?" Max asked.

"You do Max." Leo nodded.

"That's right! How dare you steal my time to address the cast and crew?" he snapped.

"But Max..."

"Quiet! I was being retorical again! And as for the rest of you...I may not have been myself like some people claim me to be the last few days...but that doesn't give you all leave to think I'm off my nut!" Max yelled.

"Max listen..." Leo tried to interrupt.

"And it also doesn't give any of you any reason to throw a Christmas party behind my back!" Max said. Everyone gasped.

"You mean you know about the party?" Roger asked.

"Yes I know about the party. I know you all made yourself most merry while you should have been rehearsing. So you know what I'm gonna do?" Max asked them.

"Max don't take it out on them...I told them they could have the party." Leo began

"I'm gonna throw ya an even bigger party tonight!" Max revealed.

"We even paid for it ourselves...we...what? Wait. What did you say?" Leo asked.

Max began to laugh.

"That's right! I'm gonna throw you all the best Christmas party Broadway has ever seen! HA HA! Come on in fellas!" Max yelled to all the vendors carrying in the food and drinks. The cast and crew gasped in delight.

"Is this on the level?" Carmen asked.

"It so level it makes you two look straight." Max joked.

"Max I don't know what to say." Leo said.

"Good 'cause I'm not done. Look everyone." Max began taking off his hat, showing off his head of thick new black hair. He didn't see Franz come in the stage door, holding the door open with his back for Isabelle, Uncle Gabe, Timmy and the other children. They all listened as Max continued,

"I've been a real Scrooge lately. In more ways than you'll ever know. And I just wanted to say...I'm sorry if I said...or did anything to hurt any of you. See I didn't get Christmas. I never got Christmas. My mom worked all the time so celebrating it was never a priority...and when she died I was on my own for a long time. I got used to depending on only myself. Anyone who tried to befriend me, mentor me...or even love me...I ended up pushing them away. Silly as it sounds I thought I couldn't trust them with my heart. That they would all just leave me...like my dad did. Like my mom did. Gee...when you think about it, ol' Ebenezer Scrooge probably felt the same way. Maybe that's why Charles Dickens's A Christmas Carol is such an immortal story that's told over and over again. Because it can speak to all of us. And it's lesson is that it's never to late to change. That very lesson is what Christmas is all about."

"Aww..." the cast and crew exclaimed applauding him. Max turned to Leo and said,

"And to my partner Leo especially. I apologize for all the things I've said. I couldn't do all of this without you. You're the best friend I ever had. Can you ever forgive me buddy?"

But before Leo could reply, Uncle Gabe stepped up to Max and gave him a big crushing hug and sobbed,

"OH I forgive you Maxie!"

"Wrong character Gene!" Max told the older man prying him off.

"Oh..."

"Hi Max." Isabelle said stepping forward.

"Hi. I don't believe we met. Max Bialystock, former putz and now reformed good schnook." Max said shaking her hand.

"If this is your way of asking if we can start over...I'd like that..." Isabelle smiled. Max smiled and kissed her hand.

The orceshetra began to play the overture to which Roger called out,

"Places everyone!"

"Break a leg Ulla!" Leo told his wife giving her a quick kiss. Seeing Timmy look around in awe at the backyard chaos, Max took the boy aside and said to him,

"Listen Hammerstein. Man to Man? I'm sorry for what I said earlier okay? I happen to think you've got a future in show business."

"Thanks Mr. Bialystock. I'm sorry for kicking you." Timmy said.

"Forget it. I'll live." Max said.

"Now that I think about it, I know what you meant about not trusting people to stick around. My parents didn't." Timmy said.

"Listen I'd like you to meet a friend of mine. Leo!" Max said calling his partner over.

"Yes Max?" Leo asked.

"Leo I'd like you to meet Timmy. A gifted young songwriter and one of the orphans I invited to watch the show tonight." Max said.

"Orphan?" Leo asked.

"Yeah...And if it's okay with you I'd like the profits of the show to go to the orphanage okay?" Max asked his partner.

"Orphanage?" Leo asked shocked.

"Yes sir. Thank you for having us." Timmy said shaking Leo's hand.

"Oh you're welcome son. I hope you enjoy the show." Leo said.

"You know I think you two have a lot to talk about. Timmy doesn't have any parents. You and Ulla don't have any kids but are thinking about adopting..."Max hinted.

"How do you know about that?" Leo asked in wonder.

"A little songbird told me." Max smiled. Leo leaned in and whispered to Max,

"Timmy seems like a great kid Max but I don't know if Ulla and I have the money to adopt anyone right now."

"Don't worry about it. My gift to you is to pay you back all that money you spent on the Christmas bonus." Max said.

"Oh Max...that's very generous..." Leo began.

"And don't you dare say you can't take the money. Got it? Now Timmy why don't you watch the show backstage with Mr. Bloom and get to know each other?" Max suggested.

"Yes sir!" Timmy smiled as Leo took him to a place off to the side to watch. Max stopped Roger and Carmen and said to them,

"Oh! And first time tomorrow morning you too come get a check from me to donate to the Victor Victoria Foundation okay?"

"Oh Max! Thank you ever so much!" Roger exclaimed.

"But what about our morning off?" Carmen asked dryly.

"Oh forget about the morning. The whole cast and crew is getting two weeks paid time off for Christmas. But I would like to throw a friend of mine a Christmas Party tomorrow if you'd like to help." Max said.

"Oh how fun! Thank you Max!" Roger said.

"Merry Christmas!" Carmen said.

"Merry Christmas." Max nodded letting them go take their places for the show. He saw Isabelle smirking at him so he approached her and asked,

"How I'm doin'?"

"Not bad. I think I like this new Max Bialystock." Isabelle said.

"Good. Because he has a Christmas present for you too." Max said pulling out a ring box. Isabelle gasped,

"Max! Are you asking me to marry you?"

"Not yet...this is more of a promise ring. First...to fulfill a promise I made a long time ago." Max said opening the box. Isabelle gasped. It was a diamond as big as her eye!

"Oh Max..." Isabelle said speechless.

"Second...I promise you I'll let you in. And that I'll never push you away again." Max said taking the ring and putting on her right hand ring finger.

"And third?" Isabelle asked.

"I promise that I will marry you. When you're ready." Max said.

"Oh Max." Isabelle sighed with a happy grin pulling him close to kiss him.

"Come on...let's get these kids in their seat before the curtain comes up!" Max said ushering her along.

* * *

><p>The show was an amazing success. A joyful merry retelling of the famous classic. As the cast took one last bow, they urged Max and Leo to come on stage. They did so, bringing Timmy and Isabelle along.<p>

"Let's hear it for the producers!" Roger exclaimed as the audience stood in applause.

"Thank you all for coming!" Leo called out over the roar.

"And now a special Christmas treat for you." Max said.

"What special treat Max?" Leo whispered to him. Max just gave a sly smile as he continued,

"A new composition from a gifted young composer. Maestro!"

The conductor nodded and lifted his baton again. The orchestra began to play a familiar tune.

"That's the song I wrote!" Timmy exclaimed.

"Max that's wonderful!" Isabelle said with a laugh.

**_"God bless the children..._**

**_god bless the animals too..._**

**_god...bless me and..._**

**_God bless you..."_** Max began to sing.

**_"God bless the old..._**

**_God bless the young..._**

**_God bless us all..._**

**_and God bless us everyone."_** Timmy sang.

**_"The joy of giving..._**

**_is the joy of living._**

**_and with our family and friends held near..._**

**_this joy will last...all the year!"_** sang Isabelle before Max leaned in and kissed her again.

**_"Christmas comes and goes so fast..._**

**_Summer's here in a song..._**

**_But this holiday feeling can last..._**

**_and go on...on and on!"_** Roger, Carmen and Franz sang.

**_"And if we're far away..."_**Timmy sang.

**_"Or if ve're nearby..."_** sang Ulla smiling down at the boy.

**_"I hold you in my heart..."_** Leo sang patting Timmy's shoulder.

**_"So that everyday can be Christmas...for you and I!"_** they all sang together.

Uncle Gabe joined them on the stage and put his arm around Max's shoulders and sang,

**_"So this holiday season..._**

**_please remember the reason..._**

**_and listen to the ghosts of Christmas present, future and past..."_**

A horse whinnied one last time making everyone shrug in confusion.

**_"And God bless us all at last!"_** they all sang with Leo and max urging the audience to join for the chorus.

**_"God bless the children..._**

**_god bless the animals too..._**

**_god...bless me and..._**

**_God bless you..."_**

**_"God bless the old..._**

**_God bless the young..._**

**_God bless us all..._**

**_and God...bless us...everyone!"_**


	6. Finale

The next morning, Christmas morning, Hold Me Touch Me awoke, dressed and was fixing herself a meager breakfast of cereal when her buzzer announced she had a visitor. She shuffled over to the intercom and asked,

"Who is it?"

"It's Max Bialystock." came the reply.

"Oh! Come on up Bialy!" Hold Me Touch Me exclaimed, so happy Max kept his promise. She unlocked the door for him and went to a mirror to fix her silver hair. Her doorbell rang and she rushed over to answer it.

"MERRY CHRISTMAS GORGEOUS!" Max exclaimed grabbing her and bending her over his knee to give her a big kiss.

"Oh! Bialy!" giggled Hold Me Touch Me blushing like a schoolgirl.

"Hold you don't mind, but I brought some friends of mine to see you too. Thought we could decorate and have a little party." Max said righting her on her feet.

"A Christmas party? Oh Maxie you didn't have to go to all that trouble." she said.

"No trouble at all. Come on in fellas!" Max called out to the hall.

"Merry Christmas Mrs. Bucannan!" Leo said with Ulla on his arm and Timmy holding his hand, Timmy's arms loaded down with presents.

"Merry Christmas, Mr. and Mrs. Bloom. It's so nice to see you!" Hold Me Touch Me said.

"Und dis is Timmy." Ulla introduced them taking the boy's coat.

"Nice to meet you young man." Hold Me Touch me said.

"Nice to meet you." Timmy said.

"Ve're adopting him." Ulla told her with a smile.

"Oh how lovely!" Hold Me Touch Me said as more members of the cast and crew filed in behind them.

"Merry Christmas Mrs. Bucannan!" chorused Roger and Carmen carrying in a large Christmas tree.

"Oh how lovely. Put it over there please dears..." Hold Me Touch Me instructed them.

"Thank-you!" they both chorused.

"Frohe Weihnachten, Frau!" Franz said with a rotund woman on his arm wearing a drendel.

"And...frothy...wiener...knocker to you too Mr. Liebkind." Hold Me Touch Me said, trying to repeat the seasonal greeting back to him.

"Diz iz my mama Frau Liebkind. She juzt flew in from Germany." Franz introduced the woman.

"Welcome to America!" Hold Me Touch Me nodded.

"America!" Mrs. Liebkind nodded not understanding a word of English.

Max took off his hat when Isabelle came in, dressed in a festive red party dress. He took her hand and introduced the two women to each other.

"Honey I'd like to introduce you to my lady friend, Isabelle Marks. Isabelle I think you remember Mrs. Bucannan." he said. Realization settling in, Hold Me Touch Me smiled and nodded,

"Welcome to my home my dear..."

"Thank you Mrs. Bucannan. And I'd like you to meet my Uncle, Gabriel Marks." Isabelle said bringing Uncle Gabe forward. Hold Me Touch Me blushed as Gabe took off his hat and kissed her hand,

"Enchanted."

"I think you two will love each other." Max said.

"Too late." Uncle Gabe said making Hold Me Touch Me giggle. Never was there such a Christmas as that one. Presents were given and received, the tree was trimmed, a turkey dinner was eaten, dredal was played, liquor poured and games were played. And Max was better than his word. He did it all and infinitely more! Especially for Timmy, who did not wind up in jail but was instead adopted by Leo and Ulla by the new year. And to Timmy, Max became a second father. He became as good a friend. As good a master and as good a man as the Great White Way ever had! And It was always said of him that he knew how to keep Christmas well...if any man alive possessed the knowledge.

May that truly be said of us. And all of us.

Leo was setting up his new Polaroid camera on the timer as everyone gathered around the fireplace to take a picture.

"You know...diz entire experience vould make a great movie." Franz said aside to Max. A light bulb went off in Max's head as he said,

"Yeah...we could cast Nathan Lane and Uma Thurman and Mel Brooks could direct...we could start writing up a script right away and we'd make a fortune! And..."

"MAX..." everyone chorused around him, giving him a fixed look.

"Sorry...old dog...new tricks...Hahaha..."Max laughed nervously as Leo went to stand next to Max.

"Oy..."Isabelle said shaking her head. The picture snapped and developed instantly and as Timmy Bloom and the rest of the company observed...

**_"God bless the old..._**

**_God bless the young..._**

**_God bless us all..._**

**_and God bless us...every...one!_**

**_Ahh...ah...AHH AHHH!"_**

_The End...Merry Christmas and Happy Chanukah! P.S. Sorry for the late update, but I was making myself most merry at Christmas. So as Mel Brooks would say..._

**_Thanks for reading...what I had to show_**

**_sad to tell ya...I've gotta go!_**

**_Grab your bags and head for the door..._**

**_in case you didn't notice...there ain't anymore!_**

**_If you like this story...tell everyone but!_**

**_If you think it stinks...keep your big mouth shut!_**

**_I'm glad you came but I have to shout!_**

**_Joyeux Noel!_**

**_Frohliche Weihnachten!_**

**_Mo'adim Lesimkha, chena tova!_**

**_Feliz Navidad!_**

**_Merry Christmas to all!_**

**_And to all..._**

**_get OUT!_**

**_;)_**


End file.
